U.S. Securities Matters. The Parties agree that the Arrangement will be carried out with the intention that the issuance of the Consideration Shares, SpinCo Shares, Replacement Options and SpinCo Options under the Arrangement shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”) and shall not be subject to registration or qualification under state “blue sky” or securities laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement set forth in this Section 2.6. In connection therewith, the Parties agree that:
(a) the Arrangement shall be subject to the approval of the Court;
(b) the Court shall be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;
(c) the Court will be required to satisfy itself as to the fairness of the Arrangement;
(d) the Final Order will expressly state that the Arrangement is approved by the Court as being fair to the Persons to whom the Consideration Shares, SpinCo Shares, Replacement Options and SpinCo Options will be issued;
(e) the Parties shall ensure that each Person entitled to receive the Consideration Shares, SpinCo Shares, Replacement Options and SpinCo Options on completion of the Arrangement shall be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;
(f) the Interim Order approving the MPX Meeting shall specify that each Person to whom the Consideration Shares, SpinCo Shares, Replacement Options and SpinCo Options shall be issued pursuant to the Arrangement shall have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as such securityholder enters an appearance within a reasonable time;
(g) each Person to whom the Consideration Shares, SpinCo Shares, Replacement Options and SpinCo Options shall be issued pursuant to the Arrangement shall be advised that the Consideration Shares, SpinCo Shares, Replacement Options and SpinCo Options issued pursuant the Arrangement have not been registered under the 1933 Act and shall be issued by each of iAnthus and SpinCo in reliance upon the Section 3(a)(10) Exemption and shall, in certain circumstances, be subject to certain restrictions on resale und...
U.S. Securities Matters. The Subscription Receipts and the Units issuable upon automatic conversion of the Subscription Receipts have not been and will not be registered under the U.S. Securities Act. Upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable State securities laws, the certificates or ownership statements (including any confirmation under the Direct Registration System (DRS) maintained by the Corporation, its transfer agent or the warrant agent, if and as applicable) representing any of the Subscription Receipts, Units, Common Shares, Warrants or Warrant Shares will bear a legend in substantially the following form: and provided that if any of the Subscription Receipts, Units, Common Shares, Warrants or Warrant Shares are being sold by the Investor in an off-shore transaction and in compliance with the requirements of Rule 904 of Regulation S, the legend set forth above may be removed by providing such evidence as the Corporation or its transfer agent may from time to time reasonably prescribe (which may include an opinion of counsel reasonably satisfactory to the Corporation and its transfer agent), to the effect that the sale of the Subscription Receipts, Units, Common Shares, Warrants or Warrant Shares is being made in compliance with Rule 904 of Regulation S; and provided further, that if any of the Subscription Receipts, Units, Common Shares, Warrants or Warrant Shares are being sold pursuant to Rule 144 of the U.S. Securities Act and in compliance with any applicable State securities laws, the legend may be removed by delivery to the Corporation's transfer agent of an opinion reasonably satisfactory to the Corporation and its transfer agent to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act and State securities laws.
U.S. Securities 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 currently subject to the reporting requirements of the U.S. Exchange Act under Section 13(a) thereof and the Exeter Shares are registered under Section 12(b) of the U.S. Exchange Act.
U.S. Securities Matters. The Parties intend that the issuance of Northgate Shares and Northgate Exchange Options under the Arrangement will be exempt from the registration requirements of the 1933 Act pursuant to section 3(a)(10) thereof, will not be subject to registration or qualification under state “blue sky” or securities laws and will otherwise be in compliance with all U.S. Securities Laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement set forth in this section 2.8.
U.S. Securities Matters. (a) Silvermex is a “foreign private issuer” as defined in Rule 3b-4 under the U.S. Exchange Act;
(b) Silvermex is not, nor has it ever been, an investment company registered or required to be registered under the U.S. Investment Company Act of 1940, as amended;
(c) Silvermex is not currently subject to the reporting requirements of the U.S. Exchange Act; and
(d) Silvermex has filed the Registration Statement and, upon such Registration Statement becoming effective, it shall become subject to the reporting requirements of the U.S. Exchange Act.
U.S. Securities Matters. (a) Phivida is a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act.
(b) Phivida is not registered, and is not required to be registered, as an “investment company” pursuant to the U.S. Investment Company Act.
(c) Phivida is not currently subject to the reporting requirements of the U.S. Exchange Act.
U.S. Securities Matters. (a) Choom is a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act.
(b) Choom is not registered, and is not required to be registered, as an “investment company” pursuant to the U.S. Investment Company Act.
(c) Choom is not currently subject to the reporting requirements of the U.S. Exchange Act.
U.S. Securities Matters. The Purchaser shall register the Consideration Shares on Form F-10 or such other applicable form as required under the U.S. Securities Act to issue the Consideration Shares in the Offer. The Purchaser shall file a Schedule TO and any amendments thereto, and any other required documents pursuant to the applicable requirements of the U.S. Exchange Act.
U.S. Securities 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) Pursuant to the multijurisdictional disclosure system, the Company is subject to periodic reporting obligations, including the requirement to annually file certain of the Company’s Canadian disclosure documents under cover of Form 40-F and the furnishing of other material information made public in Canada under the cover of Form 6-K.
U.S. Securities Matters. The Purchaser is not registered, and is not required to be registered, as an “investment company” pursuant to the U.S. Investment Company Act.
