U.S. Securities Law. The Tilray Shares to be issued in the United States pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to s.3(a)(10) of the U.S. Securities Act; provided, however, that the Company shall not be entitled to rely on the provisions of this Section 10.2.7 in failing to complete the Contemplated Transactions if the Company fails to advise the Court prior to the hearing in respect of the Final Order that Tilray will rely on the exemption in s.3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement.
U.S. Securities Law. None of the Company, any of its Affiliates or any other Person acting on its or their behalf has engaged in “directed selling efforts” within the meaning of Regulation S of the U.S. Securities Act. The Company is not and, after giving effect to the offer and sale of the Purchased Securities and the application of the proceeds thereof, will not be required to be registered as an “investment company” pursuant to the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder. Assuming the accuracy of the Investor’s representations and warranties contained herein, no registration under the U.S. Securities Act of the Purchased Securities is required for the offer and sale of the Purchased Securities by the Company to the Investor.
U.S. Securities Law. 33.1 Each of the Vendors is not a "U.S. Person" as defined by Regulation S of the Securities Act, and is not acquiring the Consideration Shares for the account or benefit of a U.S. Person and was not in the United States at the time of the offer to purchase the Consideration Shares;
U.S. Securities Law. Consultant understands and acknowledges the United States securities laws prohibit any person who has material non-public (“inside”) information about a company from purchasing or selling securities of such company, and prohibits communicating such information to any other person under circumstances where it is reasonably foreseeable that such person is likely to purchase or sell securities of such company. Consultant further acknowledges that Aligos’ Proprietary Information can constitute such material non-public information and agrees to comply with United States securities laws governing the use of such information.
U.S. Securities Law. The issuance of the Interra Securities contemplated hereunder to be issued in connection with the Acquisition in the United States or to U.S. Persons shall be exempt from, or not subject to, the registration requirements of the U.S. Securities Act, and all applicable state securities Laws.
U.S. Securities Law. Each Alto Verde Shareholder who is resident in the United States or otherwise a U.S. Person, or consents to the Amalgamation from within the United States, will, as a condition of receiving Replacement Shares, upon completion of the Amalgamation, be required to deliver a certificate in a form satisfactory to Interra as to their status as an Accredited Investor, together with any supporting information as reasonably requested by Interra in order to confirm their status or information regarding the availability of an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws for the issuance of such Replacement Shares to such holder. Interra will appoint an agent to sell Replacement Shares for each Interra Shareholder who is resident in the United States or otherwise a U.S. Person and not an Accredited Investor or for whom the issuance of Replacement Shares would not otherwise be exempt under the U.S. Securities Act, and such Alto Verde Shareholder will receive an amount of cash representing the proceeds of the sale of such Replacement Shares, net of expenses of sale.
U.S. Securities Law. 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. Securities Law. (i) Neither the Issuer nor any of its affiliates (as defined in Rule 405 under the Securities Act) or any person acting on behalf of the Issuer or any of its affiliates, has offered or sold the Notes except outside the United States to persons who are not U.S. Persons in accordance with Rule 903 of Regulation S and in compliance with the offering restrictions requirement of Regulation S with respect thereto.
U.S. Securities Law. The issuance of the Resulting Issuer Securities contemplated hereunder to be issued in connection with the Business Combination shall be exempt from, or not subject to, the registration requirements of the U.S. Securities Act, and all applicable state securities Laws.
U.S. Securities Law. Each Vaxxinator Shareholder who is resident in the United States or otherwise a U.S. Person, or consents to the Amalgamation from within the United States, will, as a condition of receiving Replacement Shares, upon completion of the Amalgamation, be required to deliver a certificate in a form satisfactory to CHCI as to their status as an Accredited Investor, together with any supporting information as reasonably requested by CHCI in order to confirm their status or information regarding the availability of an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws for the issuance of such Replacement Shares to such holder. CHCI will appoint an agent to sell Replacement Shares for each Vaxxinator Shareholder who is resident in the United States or otherwise a U.S. Person and not an Accredited Investor or for whom the issuance of Replacement Shares would not otherwise be exempt under the U.S. Securities Act, and such Vaxxinator Shareholder will receive an amount of cash representing the proceeds of the sale of such Replacement Shares, net of expenses of sale.
