U.S. Restrictions Clause Samples

The "U.S. Restrictions" clause defines limitations or requirements imposed on the use, export, or distribution of products or services within or from the United States. Typically, this clause specifies compliance with U.S. laws and regulations, such as export control laws, trade sanctions, or embargoes, and may restrict the transfer of certain technologies or information to specific countries or individuals. Its core function is to ensure that all parties adhere to applicable U.S. legal requirements, thereby preventing illegal transactions and reducing the risk of regulatory violations.
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. (a) Warrants may not be exercised except in compliance with the requirements set forth herein, in the Warrant Certificate hereto and in the Exercise Notice attached thereto. (b) Warrant Shares issued upon the exercise of any Certificated Warrant (and each certificate issued in exchange therefor or in substitution thereof) (i) which bears the U.S. Legend set forth in Section 2.8(a), or (ii) other than pursuant to Box A of the Exercise Notice attached as Schedule “B” hereto shall be issued in certificated form and, upon such issuance, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE INC. (THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY: (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” provided that, if any such Warrant Shares are being sold outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, the l...
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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
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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. (b) If, at any time, a holder of a Certificated Note bearing the U.S. Securities Act Legend wishes to transfer its interest to a Person required or permitted to take delivery thereof in the form of an interest in a Global Note, the Trustee will cancel the definitive certificate representing such Certificated Note, the Issuer shall execute and deliver to the Trustee for authorization and registration by it a replacement Global Note in a principal amount equal to the sum of (x) the principal amount of the relevant Global Note then deposited with CDS and (y) the principal amount of the cancelled Certificated Note. The Trustee shall exchange and deliver to CDS the replacement Global Note against surrender and delivery of the Global Note deposited with CDS immediately prior to the exchange and CDS will be instructed by the Trustee to make appropriate entries in the book entry accounts established and maintained by- CDS or its nominee for financial institutions acting as direct and indirect participants of CDS on behalf of Beneficial Owners to include the transferee of the Certificated Note. In no event may a person in the United States or a U.S. Person take an interest in the Global Note. (c) If, at any time, a person holding an interest in a Global Note wishes to transfer a Note to a U.S. Person or a person in the United States, the Issuer shall execute and deliver to the Trustee for authorization and registration a Certificated Note representing such Note bearing the U.S. Securities Act Legend and a replacement Global Note in a principal amount equal to the difference between (x) the principal amount of the relevant Global Note then deposited with CDS and (y) the principal amount of the Certificated Note to be issued to the U.S. Person or the person in the United States. The Trustee shall exchange and deliver to CDS the replacement Global Note against surrender and delivery of the relevant Global Note deposited with CDS immediately prior to the exchange and CDS will be instructed by the Trustee to make appropriate entries in the book entry accounts established and maintained by CDS or its nominee for financial institutions acting as direct and indirect participants of CDS on behalf of beneficial owners to record the transfer of the Note to the U.S. Person or the person in the United States.
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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. (b) If, at any time, a holder of a Restricted Debenture bearing the U.S. Securities Act Legend wishes to transfer its interest therein to a Person required or permitted to take delivery thereof in the form of an interest in a Debenture that does not contain the U.S. Securities Act Legend, including the Global Debenture issued in accordance with the provisions of Section 3.2 (an “Unrestricted Debenture”), the Debenture Trustee will reduce the outstanding principal amount of such Restricted Debenture by such amount and increase the outstanding principal amount of the corresponding Unrestricted Debenture to which such holder’s interest is transferred by such transferred amount.
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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.
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U.S. Restrictions. The Warrants and the Common Shares issuable upon the exercise of the Warrant Shares have not been registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws. The Warrants may not be exercised in the United States (as defined in Regulation S under the U.S. Securities Act) unless these Warrant Shares and the Common Shares issuable upon exercise hereof have been registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration is available.
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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
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U.S. Restrictions 
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Related to U.S. Restrictions

  • Use Restrictions (a) Company will not do or attempt to do, and Company will not permit any other person or entity to do or attempt to do, any of the following, directly or indirectly: (i) use any Proprietary Item for any purpose, at any location or in any manner not specifically authorized by this Agreement; (ii) make or retain any copy of any Proprietary Item except as specifically authorized by this Agreement; (iii) create, recreate or obtain the source code for any Proprietary Item; (iv) refer to or otherwise use any Proprietary Item as part of any effort to develop other software, programs, applications, interfaces or functionalities or to compete with BNYM or a Third Party Provider; (v) modify, adapt, translate or create derivative works based upon any Proprietary Item, or combine or merge any Proprietary Item or part thereof with or into any other product or service not provided for in this Agreement and not authorized in writing by BNYM; (vi) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in any Proprietary Item, or fail to preserve all copyright and other proprietary notices in any copy of any Proprietary Item made by Company; (vii) sell, transfer, assign or otherwise convey in any manner any ownership interest or Intellectual Property Right of BNYM, or market, license, sublicense, distribute or otherwise grant, or subcontract or delegate to any other person, including outsourcers, vendors, consultants, joint venturers and partners, any right to access or use any Proprietary Item, whether on Company’s behalf or otherwise; (viii) subcontract for or delegate the performance of any act or function involved in accessing or using any Proprietary Item, whether on Company’s behalf or otherwise; (ix) reverse engineer, re-engineer, decrypt, disassemble, decompile, decipher, reconstruct, re-orient or modify the circuit design, algorithms, logic, source code, object code or program code or any other properties, attributes, features or constituent parts of any Proprietary Item; (x) take any action that would challenge, contest, impair or otherwise adversely effect an ownership interest or Intellectual Property Right of BNYM; (xi) use any Proprietary Item to provide remote processing, network processing, network communications, a service bureau or time sharing operation, or services similar to any of the foregoing to any person or entity, whether on a fee basis or otherwise; (xii) allow Harmful Code into any Proprietary Item, as applicable, or into any interface or other software or program provided by it to BNYM, through Company’s systems or personnel or Company’s use of the Licensed Services or Company’s activities in connection with this Agreement. (b) Company shall, promptly after becoming aware of such, notify BNYM of any facts, circumstances or events regarding its or a Permitted User’s use of the Licensed System that are reasonably likely to constitute or result in a breach of this Section 2.12, and take all reasonable steps requested by BNYM to prevent, control, remediate or remedy any such facts, circumstances or events or any future occurrence of such facts, circumstances or events.

  • Usage Restrictions Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-▇▇▇▇▇▇ Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-▇▇▇▇▇▇ Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of ▇▇▇▇▇▇ intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

  • Ownership Restrictions Notwithstanding any other provision in the Deposit Agreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described in this Section 3.5.

  • Certain Restrictions (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock; (ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under Paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.