U.S. Securities Laws Matters. (i) The Purchaser is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.
U.S. Securities Laws Matters. The Purchaser Shares are registered under Section 12(b) of the U.S. Exchange Act and the Purchaser is in compliance in all material respects with applicable U.S. Securities Laws.
U.S. Securities Laws Matters. (a) The Corporation is not and has not, and is not required to be and has not been required to be, registered as an “investment company” pursuant to the United States Investment Company Act of 1940, as amended.
U.S. Securities Laws Matters. (i) The Company is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.
U.S. Securities Laws Matters. Fortify is a “foreign issuer” within the meaning of Regulation S under the U.S. Securities Act, and reasonably believes there is no “substantial U.S. market interest” in the Fortify Shares or the Fortify Shares. Except with respect to offers and sales in connection with the Amalgamation to DVI Shareholders who are Accredited Investors in the United States, neither Fortify nor any of its affiliates, nor any person acting on its or their behalf, has made or will make, in connection with the Amalgamation: (A) any offer to sell, or any solicitation of an offer to buy, any Fortify Shares or Fortify Shares, respectively, to any person in the United States; or (B) any sale of Fortify Shares or Fortify Shares, respectively, unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States or (ii) Fortify, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States. None of Fortify, any of its affiliates or any person acting on its or their behalf has made or will make any Directed Selling Efforts in the United States with respect to the Fortify Shares to be issued to DVI Shareholders or has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the U.S. Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine, Internet or similar media or broadcast over radio, television or the Internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising in connection with the offer and exchange and offer and sale of such Fortify Shares in the United States or the offer and sale of such Fortify Shares in the United States.
U.S. Securities Laws Matters. The Parties agree that the Arrangement will be carried out with the intention that all Prophecy Securities issued on completion of the Arrangement to the United States holders of Northern Securities will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof (the “Exemption”). In order to ensure the availability of the Exemption, the Parties agree that the Arrangement will be carried out on the following basis:
U.S. Securities Laws Matters. (a) 92 Energy is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act;
U.S. Securities Laws Matters. (a) Xxxx is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act;
U.S. Securities Laws Matters. (a) The Parties hereto intend for the issuances and exchanges of the securities contemplated herein to be exempt from the registration requirements of the 1933 Act and applicable state securities laws pursuant to (i) Rule 506(b) of Regulation D for the issuance and exchange of securities to persons in the United States, and (ii) pursuant to Regulation S for the issuance and exchange of securities to persons outside the United States. Each Party agrees to take such further actions (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request with regards to establishing the availability of and maintaining such exemptions.
U.S. Securities Laws Matters. Less than 40% (calculated in accordance with Schedule 14D-1F of the US Securities Exchange Act of 1934, as amended (the "US Exchange Act")) of outstanding Gulf Shares are held by US holders (as defined in Schedule 14D-1F of the US Exchange Act). Gulf is eligible to file with the SEC a solicitation/recommendation statement in compliance with Rules 14d-1(b) and 14e-2(c) under the US Exchange Act on Schedule 14D-9F. Gulf is a foreign private issuer, as that term is defined in Rule 3b-4 of the US Exchange Act. Gulf is not an investment company registered or required to be registered under the US Investment Company Act of 1940, as amended.
