U.S. Restrictions. The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless an exemption from such registration requirements is available.
U.S. Restrictions. The Underwriters acknowledge that none of the Compensation Securities have been registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Compensation Securities, each of the Underwriters represents and warrants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) this Agreement was executed and delivered outside the United States. Each of the Underwriters acknowledges and agrees that the Compensation Warrants, the Compensation Option Units and the Compensation Option Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act or the securities laws of any state of the United States. Each of the Underwriters agrees that it will not engage in any Directed Selling Efforts (as defined in Schedule “A”) with respect to any Compensation Securities, and will not offer or sell any Compensation Securities in the United States unless in compliance with an exemption or an exclusion from the registration requirements of the U.S. Securities Act and any applicable state securities laws
U.S. Restrictions. (a) The Notes issued in the United States or to a U.S. Person shall be issued as Certificated Notes in accordance with the provisions of Section 3 .4 .
U.S. Restrictions. (1) The Warrants and the Common Shares issuable on exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares issuable upon exercise of the Warrants, or the certificates representing such Common Shares issuable upon exercise of such Warrants, unless the Warrantholder provides:
U.S. Restrictions. (a) The Warrants and the Common Shares issuable on exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares issuable upon exercise of the Warrants, or the certificates representing such Common Shares issuable upon exercise of such Warrants, unless the Warrantholder provides: a written certification that the Warrantholder (i) at the time of exercise of the Warrants is not in the United States; (ii) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; (iii) did not execute or deliver the exercise form for the Warrants in the United States; and (iv) has in all other aspects complied with the terms of Regulation S (which written certification shall be deemed delivered by checking Box A in the Exercise Form attached to the Form of Warrant Certificate, as provided for in Schedule "A" hereof); or a written certification that the holder is a U.S. Accredited Investor and has delivered to the Company and the Company's transfer agent a completed and executed U.S. Warrantholder Letter in substantially the form attached to this Warrant Indenture as Schedule "C"; or an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, to the effect that the exercise of the Warrants and the issuance of the Common Shares on exercise thereof are exempt from registration under the U.S. Securities Act and any applicable state securities laws.
U.S. Restrictions. (a) Subject to certain limited exceptions in respect of Qualified Institutional Buyers that deliver an investment letter to the dealers in a form acceptable to the dealers and the Company, the Notes issued in the United States shall be issued as Certificated Notes in accordance with the provisions of Section 4.4.
U.S. Restrictions. (a) Notwithstanding anything herein contained to the contrary, any Debentures issued to U.S. Purchasers (the “Restricted Debentures”) shall be issued in accordance with the provisions of Section 3.4.
U.S. Restrictions. (a) Notwithstanding anything herein contained to the contrary, any Debentures originally issued in the United States (the “Restricted Debentures”) shall be issued in accordance with the provisions of Section 3.4.
U.S. Restrictions. Each of the Vendors agrees that it will not sell, assign, pledge, give, transfer, or otherwise dispose of the CTI Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the CTI Shares under the 1933 Act and all applicable state securities laws or in a transaction that is exempt from the registration provisions of the 1933 Act and all applicable state securities laws.
U.S. Restrictions. This Agreement is made subject to any restrictions concerning the export of materials and technology from the United States that may be imposed upon or related to either Party to this Agreement from time to time by the Government of the United States. Furthermore, each Party agrees that it shall not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any products using such technical information to any countries for which the United States Government or any agency thereof at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the Department of Commerce or other agency of the United States Government when required by applicable statute or regulation. * Confidential Treatment Requested 11
