U.S. Sales. The Underwriters will not directly or indirectly, solicit offers to purchase or sell the Offered Shares or deliver any Offering Document to purchasers so as to require registration of the Offered Shares or the filing of a prospectus or registration statement with respect to the Offered Shares under the Laws of any jurisdiction other than the Qualifying Jurisdictions, including without limitation, the United States.
U.S. Sales. The Corporation makes the representations, warranties and covenants applicable to it in Schedule “C” attached hereto and acknowledges that the terms and conditions of the representations, warranties and covenants of the parties contained in Schedule “C” form part of this Agreement.
U.S. Sales. The Underwriters will not directly or indirectly, solicit offers to purchase or sell the Offered Shares or deliver any Offering Document to purchasers so as to require registration of the Offered Shares or filing of a prospectus or registration statement with respect to those Offered Shares under the laws of any jurisdiction other than the Qualifying Jurisdictions, including, without limitation, the United States. Any offer or sales of Offered Shares (including any unsold allotment of Offered Shares) in the United States or to U.S. Persons will be made in accordance with the terms and conditions set out in this Agreement. The terms and conditions and the representations, warranties and covenants of the parties contained in Schedule “B” form part of this Agreement.
U.S. Sales. The Underwriters will not directly or indirectly, solicit offers to purchase or sell the Offered Securities or deliver any Offering Document to Purchasers so as to require registration of the Offered Securities or filing of a prospectus or registration statement with respect to those Offered Securities under the laws of any jurisdiction other than the Qualifying Jurisdictions, including the United States. Any offer or sales of Offered Securities (including any unsold allotment of Offered Securities) in the United States or to or for the account or benefit of a U.S. Person or person in the United States will be made in accordance with the terms and conditions set out in this Agreement. The terms and conditions and the representations and warranties and covenants of the parties contained in Schedule "A" form part of this Agreement.
U.S. Sales. The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except the Non-LIFE Shares may be offered and sold in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act and the applicable laws of any applicable state of the United States. Accordingly, the Company and the Agents agree that any offers and sales to U.S. Purchasers shall be conducted only in the manner specified in Schedule “A” of this Agreement. All actions to be undertaken by the Agents in the United States in connection with the matters contemplated herein shall be undertaken through a duly registered U.S. broker-dealer Affiliate (the “U.S. Affiliates”) or a U.S. registered broker-dealer that is a member of the selling group engaged in connection with such offer or sale.
U.S. Sales. The parties acknowledge that the Special Warrants and the other Securities have not been and will not be registered under the 1933 Act and may not be offered or sold in the United States except pursuant to exemptions from the registration requirements of the 1933 Act and the applicable laws of any applicable state of the United States. Accordingly, the Corporation and the Agent agree that any offers or sales in the United States shall be conducted only in the manner specified in Schedule “A” hereof. All actions to be undertaken by an Agent in the United States in connection with the matters contemplated herein shall be undertaken through an Agent’s duly registered broker-dealer affiliate in the United States or such other duly registered broker-dealer in the United States engaged in connection with such offer or sale (the “U.S. Affiliate”).
U.S. Sales. The parties to this Agreement acknowledge that the Offered Securities, the Warrant Shares, the Broker Warrants and the Broker Warrant Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to exemptions from the registration requirements of the U.S. Securities Act and the applicable laws of any applicable state of the United States. The Company and the Agents agree that the representations, warranties and covenants contained in Schedule “B” hereto entitled “Compliance with United States Securities Laws” are incorporated by reference in and shall form part of this Agreement with respect to the transactions contemplated by this Agreement.
U.S. Sales. In connection with offers for sale in the United States pursuant to this Agreement, the Agents will make any such offers in compliance with the representations, warranties and covenants applicable to them in Schedule “A” hereto and agree to comply with the U.S. selling restrictions imposed by applicable Securities Laws of the United States.
U.S. Sales. The Underwriters will not directly or indirectly, solicit offers to purchase or sell the Offered Shares or deliver any Offering Document to purchasers so as to require registration of the Offered Shares or filing of a prospectus or registration statement with respect to those Offered Shares under the laws of any jurisdiction (including, without limitation, the United States), other than the Qualifying Jurisdictions. Any offer or sales of Offered Shares in the United States will be made in accordance with the terms and conditions set out in this Agreement. The terms and conditions and the representations and warranties and covenants of the parties contained in Schedule “B” form part of this Agreement.
U.S. Sales. The Underwriters will not directly or indirectly, solicit offers to purchase or sell the Offered Securities or deliver any Offering Document to purchasers so as to require registration of the Offered Securities or filing of a prospectus or registration statement with respect to those Offered Securities under the laws of any jurisdiction other than the Qualifying Jurisdictions, including, without limitation, the United States. The Underwriters agree that they will not offer or sell any of the Offered Securities constituting a part of their allotment within the United States except, if applicable, for offers and sales of the Offered Securities in the United States in accordance with the terms and conditions set out in this Agreement, including Schedule “B” hereto.
