U.S. Securities Law Sample Clauses

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. 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; 33.2 That the Consideration Shares are "restricted securities" within the meaning of the Securities Act and will be issued to the Vendors in accordance with Regulation S of the Securities Act; 33.3 Each of the Vendors acknowledges that the Consideration Shares are being acquired from NewLead in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Vendors represents that they are familiar with Regulation S of the Securities Act, as presently in effect, and also acknowledges that any sales of the Consideration Shares in reliance upon Regulation S, if the provisions of Regulation S should then be available as to the Consideration Shares, can only be made only after the holding period specified in Regulation S and in accordance with all the terms and conditions of Regulation S; 33.4 That each of the Vendors agree to resell the Consideration Shares only in accordance with the provisions of this Agreement, Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act; 33.5 That each of the Vendors acknowledge and agree that the Consideration Shares will be endorsed with the following legend in accordance with Regulation S of the Securities Act: "THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. SUCH SHARES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT." 33.6 The Vendors are not acquiring the Consideration Shares as a result of, and will not...

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. (ii) 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 (other than the Managers, as to whom no representation is made) has engaged in any directed selling efforts (as defined in Regulation S under the Securities Act) with respect to the Notes and the Issuer has implemented the necessary "Offering Restrictions" (as such term is defined in Regulation S). (iii) The Issuer is not, and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Offering Circular, will not be required to register as, an "investment company" as such term is defined in the Investment Company Act of 1940, as amended.

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. 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. (a) The Shares have been issued in compliance with US federal securities laws, including the Securities Act, and the rules and regulations of the US Securities and Exchange Commission (“SEC”) promulgated thereunder, and any applicable state securities or “blue sky” laws. (b) As long as neither the Delisting nor the Deregistration has occurred and, to the best of its knowledge having made due enquiry, the Target is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. (c) To the best of its knowledge having made due enquiry, the Target: (i) is in compliance with all obligations under US federal and state securities laws; (ii) as long as the Deregistration has not occurred, has filed all required reports under Section 13 or Section 15(d) of the Exchange Act, as applicable, during the then preceding 12 months (or such shorter period that the Target was required to file such reports), other than Form 6-K reports; and (iii) as long as the Deregistration has not occurred, has submitted electronically every interactive data file required to be submitted pursuant to Rule 405 of Regulation S-T under the Securities Act during the then preceding 12 Months (or such shorter period that the Target was required to submit such files) (the “XBRL Requirement”). (d) To the best of its knowledge having made due enquiry, the Target has ceased to be an issuer with no or nominal operations and no or nominal non-cash assets as specified in Rule 144(i)(1) under the Securities Act and has met the conditions provided in Rule 144(i)(2) and (i)(3) under the Securities Act, including, without limitation, the filing of “Form 10 information” (within the meaning of Rule 144 under the Securities Act). (e) As long as the Deregistration has not occurred and assuming no Finance Party is deemed or determined to be an “affiliate” (within the meaning of Rule 144 under the Securities Act) of the Target as a result of any Finance Party holding Shares that are not Pledged Shares or engaging in other transactions or arrangements not contemplated by the Finance Documents, and provided that, at the date of any enforcement by the Finance Parties of the security interests created by the Security Documents over the Pledged Shares, the Target: (i) satisfies the current public information requirement set forth in Rule 144(c)(i) under the Securities Act; and (ii) has filed all required reports under Section 13 or Section 15(...

U.S. Securities Law. 41.1 Xxxxxx is not a "U.S. person" within the meaning of that term as used in Regulation S promulgated under the Securities Act; and is an "accredited investor" within the meaning of that term as used in Regulation D promulgated under the Securities Act. 41.2 Xxxxxx will acquire the RoweCom Shares only for its own account, for investment, and not with a view to, or for transfer in connection with, any distribution in violation of the Securities Act or any rule or regulation thereunder. 41.3 Xxxxxx has had adequate opportunity to obtain from RoweCom sufficient information to permit it to evaluate the merits and risks of an investment in the RoweCom Shares. 41.4 Xxxxxx has sufficient experience in business, financial, and investment matters to be able to evaluate the risks involved in an investment in the RoweCom Shares and to make an informed decision with respect to such investment. 41.5 Xxxxxx can afford a complete loss of its investment in the RoweCom Shares and is able to bear the economic risk of holding such shares for an indefinite period. 41.6 Xxxxxx understands and agrees that:- (a) the RoweCom Shares have not been registered under the Securities Act, and are "restricted securities" within the meaning of Rule 144 under the Securities Act; (b) the RoweCom Shares cannot be sold, transferred, or otherwise disposed of unless they are subsequently registered under the Securities Act, or unless an applicable exemption from such registration is available; (c) RoweCom has no obligation to register the RoweCom Shares under the Securities Act or unless an applicable exemption from such registration is available; and (d) any certificate(s) representing the RoweCom Shares will bear restrictive legends referring to the restrictions on transfer imposed by the Securities Act. SCHEDULE 3 The Warranties Part B - Jurisdiction Specific Canada

U.S. Securities Law. All New SuperGen Shares shall be issued without registration under the Securities Act in reliance on an exemption from registration provided by Section 3(a)(10) of the Securities Act and shall be freely tradable under the Securities Act, subject only to any lock-up agreements and any restrictions under Rule 144 or Rule 145 under the Securities Act that are applicable to any Scheme Shareholders who become affiliates of SuperGen following the Acquisition.

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. 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.