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. Notwithstanding any provision herein to the contrary, this Plan of Arrangement shall be carried out with the intention that all (i) Spinco Consideration Shares, Reunion Gold Class B Shares and New Parent Shares issued to the Reunion Gold Shareholders in exchange for their Reunion Gold Shares,
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) 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. (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. (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. 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. DVI 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 DVI Shares. Except with respect to offers and sales in connection with the Amalgamation to DVI Shareholders who are “accredited investors” (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act) (“Accredited Investors”) in the United States and any offers and sales to persons in the United States in connection with the Concurrent Financing in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D thereunder, neither DVI nor any of its affiliates, nor any person acting on its or their behalf, has made or will make, in connection with the Amalgamation or the Concurrent Financing: (A) any offer to sell, or any solicitation of an offer to buy, any Fortify Shares or DVI Shares, respectively, to any person in the United States; or (B) any sale of Fortify Shares or DVI 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) DVI, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States. None of DVI, 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 with respect to the DVI Shares to be issued in the Concurrent Financing 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 of such Fortify Shares in the United States or the offer and sale of such DVI Shares in the United States.
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. (i) Fortuna is a "foreign private issuer" as defined in Rule 3b-4 under the U.S. Exchange Act.
