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 under the securities laws of the United States, including, with respect to securities issued to affiliates (as such term is defined under Rule 144 under the 0000 Xxx) of iAnthus or SpinCo; and (h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act in respect of the distribution of securities of iAnthus and SpinCo pursuant to the Plan of Arrangement.”
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement
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 This Warrant 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 Warrant Shares 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 under the securities laws of the United States, including, with respect to securities issued to affiliates (as such term is defined under Rule 144 under the 0000 Xxx) of iAnthus or SpinCo; and
(h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from (the registration requirements otherwise imposed by that act in respect of “Securities Act”) and have been issued to the Holder for investment purposes and not with a view to the distribution of securities either the Warrant or the Warrant Shares. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of iAnthus this Warrant shall contain a legend on the face thereof, in form and SpinCo pursuant substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the Warrant Shares constitute “restricted securities” as defined in Rule 144. By acceptance of this certificate, the Holder acknowledges and agrees that:
(1) The Holder is acquiring this Warrant and the Warrant Shares for its own account for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same;
(2) The Holder does not intend any sale of this Warrant or the Warrant Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;
(3) The Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of this Warrant or the Warrant Shares;
(4) The Holder is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of this Warrant or the Warrant Shares;
(5) This Warrant and the Warrant Shares were offered to the Plan Holder in direct communication between the Holder and the Company and not through any advertisement of Arrangement.”any kind; and
(6) The Holder has the financial means to bear the economic risk of the investment which it hereby agrees to make. POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificate All certificates representing the Warrant Shares will be endorsed with a legend substantially as follows:
Appears in 2 contracts
Samples: Technology Transfer Agreement (Poly Shield Technologies Inc.), Management Consulting Agreement (Poly Shield Technologies Inc.)
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 This Warrant 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 Warrant Shares 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 under the securities laws of the United States, including, with respect to securities issued to affiliates (as such term is defined under Rule 144 under the 0000 Xxx) of iAnthus or SpinCo; and
(h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from (the registration requirements otherwise imposed by that act in respect of “Securities Act”) and have been issued to the Holder for investment purposes and not with a view to the distribution of securities either the Warrant or the Warrant Shares. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of iAnthus this Warrant shall contain a legend on the face thereof, in form and SpinCo pursuant substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the Warrants Shares constitute “restricted securities” as defined in Rule 144. By acceptance of this certificate, the Holder acknowledges and agrees that:
(1) The Holder is acquiring this Warrant and the Warrant Shares for its own account for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same;
(2) The Holder does not intend any sale of this Warrant or the Warrant Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;
(3) The Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of this Warrant or the Warrant Shares;
(4) The Holder is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of this Warrant or the Warrant Shares;
(5) This Warrant and the Warrant Shares were offered to the Plan Holder in direct communication between the Holder and the Company and not through any advertisement of Arrangement.”any kind; and
(6) The Holder has the financial means to bear the economic risk of the investment which it hereby agrees to make. All certificates representing the Warrant Shares will be endorsed with a legend substantially as follows:
Appears in 1 contract
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 This Warrant 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 Warrant Shares 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 under the securities laws of the United States, including, with respect to securities issued to affiliates (as such term is defined under Rule 144 under the 0000 Xxx) of iAnthus or SpinCo; and
(h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amendedamended (the “Securities Act”), from and have been issued to the registration requirements otherwise imposed by that act in respect of Holder for investment purposes and not with a view to the distribution of securities either the Warrant or the Warrant Shares. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of iAnthus this Warrant shall contain a legend on the face thereof, in form and SpinCo pursuant substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the Warrant Shares constitute “restricted securities” as defined in Rule 144. By acceptance of this certificate, the Holder acknowledges and agrees that: TRITON EMISSION SOLUTIONS INC. Non-Transferrable Common Stock Purchase Warrant Certificate {Warrant Cert #}
(1) The Holder is acquiring this Warrant and the Warrant Shares for its own account for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same;
(2) The Holder does not intend any sale of this Warrant or the Warrant Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;
(3) The Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of this Warrant or the Warrant Shares;
(4) The Holder is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of this Warrant or the Warrant Shares;
(5) This Warrant and the Warrant Shares were offered to the Plan Holder in direct communication between the Holder and the Company and not through any advertisement of Arrangement.”any kind; and
(6) The Holder has the financial means to bear the economic risk of the investment which it hereby agrees to make. All certificates representing the Warrant Shares will be endorsed with a legend substantially as follows:
Appears in 1 contract
Samples: Consulting Agreement (Triton Emission Solutions Inc.)
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 This Warrant 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 Warrant Shares 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 under the securities laws of the United States, including, with respect to securities issued to affiliates (as such term is defined under Rule 144 under the 0000 Xxx) of iAnthus or SpinCo; and
(h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amendedamended (the “Securities Act”), from and have been issued to the registration requirements otherwise imposed by that act in respect of Holder for investment purposes and not with a view to the distribution of securities either the Warrant or the Warrant Shares. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of iAnthus this Warrant shall contain a legend on the face thereof, in form and SpinCo pursuant substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the Warrant Shares constitute “restricted securities” as defined in Rule 144. By acceptance of this certificate, the Holder acknowledges and agrees that: TRITON EMISSION SOLUTIONS INC. Non-Transferrable Common Stock Purchase Warrant Certificate <#>
(1) The Holder is acquiring this Warrant and the Warrant Shares for its own account for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same;
(2) The Holder does not intend any sale of this Warrant or the Warrant Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;
(3) The Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of this Warrant or the Warrant Shares;
(4) The Holder is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of this Warrant or the Warrant Shares;
(5) This Warrant and the Warrant Shares were offered to the Plan Holder in direct communication between the Holder and the Company and not through any advertisement of Arrangement.”any kind; and
(6) The Holder has the financial means to bear the economic risk of the investment which it hereby agrees to make. All certificates representing the Warrant Shares will be endorsed with a legend substantially as follows:
Appears in 1 contract
Samples: Consulting Agreement (Triton Emission Solutions Inc.)
U.S. Securities Matters. The Parties acknowledge and agree that that:
(a) the New TGOD Shares and AcquiCo Unit Purchase Warrants to be issued under the Arrangement, the AcquiCo Units issuable upon exercise of the AcquiCo Unit Purchase Warrants, the AcquiCo Shares and AcquiCo Warrants underlying such AcquiCo Units, and the AcquiCo Shares issuable upon exercise of any AcquiCo Warrants, have not been and will not be registered under the U.S. Securities Act or any applicable state “blue sky” or securities laws;
(b) the Arrangement will be carried out with the intention that the issuance of the Consideration Shares, SpinCo Shares, Replacement Options and SpinCo Options New TGOD Shares under the Arrangement shall be exempt from the registration requirements of the 1933 U.S. Securities Act pursuant to Section 3(a)(103(a)(9) thereof (the “Section 3(a)(103(a)(9) Exemption”) and shall not be subject to registration or qualification under state “blue sky” or securities laws. Each ;
(c) each Party agrees to shall act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement New TGOD Shares as set forth in this Section 2.6. In connection therewith2.8, and, without limiting the Parties agree that:
(a) foregoing, shall not pay or cause to be paid to any Person, directly or indirectly, any commission or other remuneration for soliciting the exchange of TGOD Shares for New TGOD Shares pursuant to the Arrangement (except that TGOD may, in its sole discretion, engage a proxy solicitor to provide only ministerial services in connection with the TGOD Meeting on terms whereby such proxy solicitor shall be subject prohibited from making any recommendation with respect to the approval proposed exchange of the Court;
(b) the Court shall be advised as securities pursuant to the intention of the Parties Arrangement or encouraging any TGOD Shareholder 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 Arrangementvote in a particular manner);
(d) the Final Order will expressly state any New TGOD Shares that the Arrangement is approved by the Court as being fair are issued pursuant to the Persons Section 3(a)(9) Exemption will assume the character of the TGOD Shares for which they are exchanged, with the result that any New TGOD Shares issued in exchange for TGOD Shares that are “restricted securities” (as defined in Rule 144 under the U.S. Securities Act) shall also be deemed to whom the Consideration Shares, SpinCo Shares, Replacement Options and SpinCo Options will be issuedrestricted securities;
(e) the Parties AcquiCo Unit Purchase Warrants and the AcquiCo Warrants shall ensure that each not be exercisable by or for the account or benefit of any U.S. Person entitled to receive or any Person in the Consideration Shares, SpinCo Shares, Replacement Options and SpinCo Options on completion United States absent an exemption from the registration requirements 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 U.S. Securities Act and providing them with sufficient information necessary for them to exercise that rightany applicable state securities laws;
(f) the Interim Order approving Section 3(a)(9) Exemption will not be available to facilitate the MPX Meeting shall specify that each Person to whom issuance of the Consideration Shares, SpinCo Shares, Replacement Options and SpinCo Options shall be issued AcquiCo Unit Purchase Warrants 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;Arrangement; and
(g) each any AcquiCo Unit Purchase Warrants that are issuable under the Arrangement to any U.S. Person to whom or any Person in the Consideration Shares, SpinCo Shares, Replacement Options and SpinCo Options United States shall be issued pursuant to a Canadian institutional trustee (the Arrangement “Trustee”) that shall be advised that instructed to sell such securities for the Consideration Shares, SpinCo Shares, Replacement Options account and SpinCo Options issued pursuant benefit of such Persons in accordance with the Arrangement have not been registered under terms of an agreement to be entered into by the 1933 Act Trustee 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 under the securities laws one or more of the United States, including, with respect to securities issued to affiliates (as such term is defined under Rule 144 under the 0000 Xxx) of iAnthus or SpinCo; and
(h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act in respect of the distribution of securities of iAnthus and SpinCo pursuant to the Plan of ArrangementParties.”
Appears in 1 contract
Samples: Arrangement Agreement
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 This Warrant 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 Warrant Shares 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 under the securities laws of the United States, including, with respect to securities issued to affiliates (as such term is defined under Rule 144 under the 0000 Xxx) of iAnthus or SpinCo; and
(h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from (the registration requirements otherwise imposed by that act in respect of “Securities Act”) and have been issued to the Holder for investment purposes and not with a view to the distribution of securities either the Warrant or the Warrant Shares. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of iAnthus this Warrant shall contain a legend on the face thereof, in form and SpinCo pursuant substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the Warrant Shares constitute “restricted securities” as defined in Rule 144. By acceptance of this certificate, the Holder acknowledges and agrees that:
(1) The Holder is acquiring this Warrant and the Warrant Shares for its own account for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same;
(2) The Holder does not intend any sale of this Warrant or the Warrant Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;
(3) The Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of this Warrant or the Warrant Shares;
(4) The Holder is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of this Warrant or the Warrant Shares;
(5) This Warrant and the Warrant Shares were offered to the Plan Holder in direct communication between the Holder and the Company and not through any advertisement of Arrangement.”any kind; and
(6) The Holder has the financial means to bear the economic risk of the investment which it hereby agrees to make. All certificates representing the Warrant Shares will be endorsed with a legend substantially as follows: POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificate
Appears in 1 contract
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 This Warrant 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 Warrant Shares 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 under the securities laws of the United States, including, with respect to securities issued to affiliates (as such term is defined under Rule 144 under the 0000 Xxx) of iAnthus or SpinCo; and
(h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from (the registration requirements otherwise imposed by that act in respect of “Securities Act”) and have been issued to the Holder for investment purposes and not with a view to the distribution of securities either the Warrant or the Warrant Shares. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of iAnthus this Warrant shall contain a legend on the face thereof, in form and SpinCo pursuant substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the Warrants Shares constitute “restricted securities” as defined in Rule 144. By acceptance of this certificate, the Holder acknowledges and agrees that:
(1) The Holder is acquiring this Warrant and the Warrant Shares for its own account for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same;
(2) The Holder does not intend any sale of this Warrant or the Warrant Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;
(3) The Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of this Warrant or the Warrant Shares;
(4) The Holder is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of this Warrant or the Warrant Shares;
(5) This Warrant and the Warrant Shares were offered to the Plan Holder in direct communication between the Holder and the Company and not through any advertisement of Arrangement.”any kind; and
(6) The Holder has the financial means to bear the economic risk of the investment which it hereby agrees to make. All certificates representing the Warrant Shares will be endorsed with a legend substantially as follows: POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificate
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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 This Warrant 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 Warrant Shares 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 under the securities laws of the United States, including, with respect to securities issued to affiliates (as such term is defined under Rule 144 under the 0000 Xxx) of iAnthus or SpinCo; and
(h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from (the registration requirements otherwise imposed by that act in respect of “Securities Act”) and have been issued to the Holder for investment purposes and not with a view to the distribution of securities either the Warrant or the Warrant Shares. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of iAnthus this Warrant shall contain a legend on the face thereof, in form and SpinCo pursuant substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the Warrants Shares constitute “restricted securities” as defined in Rule 144. By acceptance of this certificate, the Holder acknowledges and agrees that:
(1) The Holder is acquiring this Warrant and the Warrant Shares for its own account for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same;
(2) The Holder does not intend any sale of this Warrant or the Warrant Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;
(3) The Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of this Warrant or the Warrant Shares;
(4) The Holder is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of this Warrant or the Warrant Shares;
(5) This Warrant and the Warrant Shares were offered to the Plan Holder in direct communication between the Holder and the Company and not through any advertisement of Arrangementany kind; and
(6) The Holder has the financial means to bear the economic risk of the investment which it hereby agrees to make. All certificates representing the Warrant Shares will be endorsed with a legend substantially as follows: 6 TRITON EMISSION SOLUTIONS INC. Non-Transferrable Common Stock Purchase Warrant Certificate {CERT NO.”} In addition, the Holder will comply with all other applicable securities legislation in addition to the Securities Act to which the Holder is subject in selling or transferring any Warrants or Warrant Shares and the Company may refuse to register any sale or transfer not in compliance with such other securities legislation.
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