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.
(ii) The Purchaser is not registered, and is not required to be registered, as an “investment company” pursuant to the U.S. Investment Company Act.
(iii) The Purchaser is not currently subject to the reporting requirements of the U.S. Exchange Act.
U.S. Securities Laws Matters. Each Contributor acknowledges that such Contributor is able to bear the economic risk of the Acquiror Shares and has such knowledge and experience in financial or business matters that such Contributor is capable of evaluating the merits and risks of acquiring Acquiror Shares. Such Contributor represents and warrants that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act, and understands that (a) Acquiror Shares have not been, and will not be, registered under the Securities Act, any United States state securities laws, or under the Laws of any province in Canada, and are being issued pursuant to an exemption from the registration requirements of the Securities Act and applicable state and Canadian securities laws, (b) Acquiror Shares will be “restricted securities” within the meaning of such term in Rule 144 under the Securities Act, and that, such Contributor must therefore hold the Acquiror Shares, indefinitely unless such Acquiror Shares are registered under the Securities Act and qualified under applicable state securities laws, or an exemption from such registration and qualification requirements is available, (c) Acquiror has no obligation to register or qualify the Acquiror Shares under the Securities Act or any state securities laws, and, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Acquiror Shares, and requirements relating to Acquiror which are outside of such Contributor’s control, and which Acquiror is under no obligation and may not be able to satisfy, (d) such Contributor will not be able to rely on the protection of Section 11 of the Securities Act in respect of the issuance of the Acquiror Shares, (e) the securities of Acquiror Topco issuable upon exchange of the Acquiror Shares may be issued only in transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws, (f) such Contributor consents to Acquiror and Acquiror Topco, as applicable, making a notation on its records or issuing stop transfer instructions to any transfer agent for Acquiror Shares or securities of Acquiror Topco issuable in exchange therefor, in order to give effect to the transfer restrictions applicable thereto, (g) such Contributor is acquiring the Acquiror Shares, as principal for its own acc...
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. (i) The Company is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act.
(ii) The Company is not registered, and is not required to be registered, as an “investment company” pursuant to the U.S. Investment Company Act.
(iii) The Company is not currently subject to the reporting requirements of the U.S. Exchange 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) 92 Energy is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act;
(b) 92 Energy is not registered, and is not required to be registered, as an “investment company” pursuant to the U.S. Investment Company Act; and
(c) 92 Energy is not currently subject to the reporting requirements of the U.S. Exchange 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.
(b) Other than on the NASDAQ, no securities of the Corporation have been listed on any national securities exchange in the United States.
(c) Since December 31, 2021, the Corporation has timely filed with, or furnished to the SEC the Corporation SEC Documents. True, correct and complete copies of all Corporation SEC Documents are publicly available on XXXXX. To the extent that any Corporation SEC Document available on XXXXX contains redactions in accordance with a request for confidential treatment or otherwise, the Corporation has made available to the Parent the full text of all such Corporation SEC Documents that it has so filed or furnished with the SEC. As of its filing or furnishing date or, if amended prior to the date of this Agreement, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively) each Corporation SEC Document has complied in all material respects with applicable Laws, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Corporation SEC Documents. As of its filing date or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing, each Corporation SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Corporation SEC Document that is a registration statement, as amended or supplemented, if applicable, was filed in accordance with the U.S. Securities Act, and, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. As of the date of this Agreement, no amendments or modifications to the Corporation SEC Documents are required to be filed with, or furnished to, the SEC. No Subsidiary is required ...
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) Xxxx is a “foreign private issuer” within the meaning of Rule 405 of Regulation C under the U.S. Securities Act;
(b) Xxxx is not registered, and is not required to be registered, as an “investment company” pursuant to the U.S. Investment Company Act; and
(c) Xxxx is not currently subject to the reporting requirements of the U.S. Exchange Act. Level 29, Central Park Tower 000-000 Xx Xxxxxxx Xxxxxxx Xxxxx XX 0000 Xxxxxxxxx T +00 0 0000 0000 | F +00 0 0000 0000 between ACN 639 228 550 (92 Energy) and 1.1 Defined terms 1 1.2 Interpretation 4 2.1 92 Energy 5 2.2 Xxxx 5 2.3 Xxxx Nominee 5
U.S. Securities Laws Matters. 3.43.1 The Company is a "foreign issuer" (as that term is defined in Rule 902(e) of Regulation S) and there is no "substantial U.S. market interest" (as that term is defined in Rule 902(j) of Regulation S) with respect to the Purchased Shares.
3.43.2 None of the Seller, the Company, their Affiliates or any person acting on any of their behalf has engaged or will engaged in any "directed selling efforts" (as that term is defined in Rule 902(c) of Regulation S) with respect to the Purchased Shares.
3.43.3 The Purchased Shares are not "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act.
3.43.4 With respect to the Consideration Shares to be acquired by the Seller, the Seller acknowledges and represents as follows:
3.43.4.1 The Seller understands the Consideration Shares have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States and that the Securities may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, a U.S. Person without registration under the U.S. Securities Act or compliance with the requirements of an exemption from such registration requirements and the applicable laws of all applicable states.
3.43.4.2 The Seller is (A) not in the United States, (B) not a U.S. Person, and, (C) not acquiring the Consideration Shares for the account or benefit of a U.S. Person or a person in the United States.
3.43.4.3 The Seller is not purchasing the Consideration Shares as a result of any "directed selling efforts" (as such term is defined in Regulation S).
3.43.4.4 The Seller understands that the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act or any applicable securities laws of any state of the United States;
3.43.4.5 The Seller undertakes and agrees that offers and sales of any of the Consideration Shares prior to the expiration of a period of six months after the date of the issuance of such securities (such six-month period hereinafter referred to as the "Distribution Compliance Period") shall not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor, as such term is defined in Rule 902(d) of Regulation S) and shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registr...
