U.S. Securities Opinion Sample Clauses

U.S. Securities Opinion. If any Units are sold in the United States, or to or for the account or benefit of, persons in the United States or U.S. Persons, the Underwriter receiving a legal opinion dated the Closing Date, to be addressed to the Underwriter, in form and substance acceptable to the Underwriter, acting reasonably, of Xxxxx LPC, special United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of the Corporation), to the effect that the offer and sale in the United States of the Units is not required to be registered under the U.S. Securities Act if made in accordance with Schedule “C” to this Agreement.
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U.S. Securities Opinion. If any Offered Units are being sold to or for the account or benefit of U.S. Persons or persons in the United States pursuant to this Agreement, including Schedule “C”, the Agents shall have received an opinion from Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, special U.S. legal counsel to the Corporation, addressed to the Agents, in form and substance reasonably satisfactory to the Agents, to the effect that registration under the U.S. Securities Act is not required in connection with the offer of the Offered Units by the Agents through their U.S. Affiliates for sale by the Corporation, provided that such offers and sales are made in compliance with Schedule “C” to this Agreement and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Offered Units.
Sample 1
U.S. Securities Opinion. If any Units are sold to Purchasers in the United States pursuant to Schedule “B” to this Agreement, the Underwriters shall have received a favourable legal opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from United States counsel to the Company, to the effect that it is not necessary in connection with the offer and sale of the Units in the United States pursuant to this Agreement, to register the Units under the U.S. Securities Act, it being understood that no opinion is expressed as to any subsequent resale of any Units (including the Unit Shares and Warrants comprising the Units or the Warrant Shares).
Sample 1
U.S. Securities Opinion. If any Units are sold to Purchasers in the United States, the Underwriters shall have received a favourable legal opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from special United States counsel to the Corporation, to the effect that it is not necessary in connection with the offer and sale of the Units in the United States pursuant to this Agreement, to register the Units under the U.S. Securities Act, it being understood that no opinion is expressed as to any subsequent resale of any Units (including the Unit Shares and Warrants comprising the Units or the Warrant Shares)
Sample 1
U.S. Securities Opinion. If any Offered Shares are sold in the United States pursuant to this Agreement, including Schedule “B” to this Agreement, the Underwriters shall have received a favourable legal opinion to be delivered by Dxxxxx & Whitney LLP, special United States counsel to the Company, in form and substance reasonably satisfactory to the Underwriters, dated as of the Closing Date to the effect that no registration of the Offered Shares is required under the U.S. Securities Act.
Sample 1
U.S. Securities Opinion. If any Subscription Receipts are being sold to persons in the United States pursuant to Schedule “A” to this Agreement, the Agents shall have received an opinion from Xxxxxx & Xxxxxxx LLP, U.S. legal counsel to the Company, in form and substance reasonably satisfactory to the Agents, to the effect that registration under the U.S. Securities Act is not required in connection with the offer and sale of the Subscription Receipts or the exercise of the Subscription Receipts for the Underlying Shares if no commission or other remuneration is paid or given to solicit such exchange, provided that such offers and sales are made in compliance with Schedule “A” to this Agreement and provided further that it being understood that no opinion is expressed as to any offer or sale of securities of Exito Energy or the Resulting Issuer or any subsequent resale of any Subscription Receipts, Underlying Shares or Resulting Issuer Shares.
Sample 1
U.S. Securities Opinion. If any Offered Units are being sold to persons in the United States pursuant to Schedule “C” to this Agreement, the Underwriters shall have received an opinion from the U.S. legal counsel to the Corporation, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect that registration under the U.S. Securities Act is not required in connection with the offer of the Offered Units by the Underwriters through their U.S. Affiliates for sale by the Corporation, provided that such offers and sales are made in compliance with Schedule “C” to this Agreement and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Offered Units.
Sample 1
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U.S. Securities Opinion. If any Offered Securities are being sold in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States pursuant to Schedule “C” to this Agreement, the Underwriters shall have received an opinion from the U.S. legal counsel to the Corporation, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect that registration under the U.S. Securities Act is not required in connection with the offer of the Offered Securities by the Underwriters through their U.S. Affiliates for sale by the Corporation, provided that such offers and sales are made in compliance with Schedule “C” to this Agreement and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Offered Securities.
Sample 1
U.S. Securities Opinion. If any Subscription Receipts are being sold to persons in the United States or to, or for the account or benefit of, U.S. Persons pursuant to Schedule “B” to this Agreement, the Agents shall have received an opinion from the U.S. legal counsel to the Corporation in form and substance reasonably satisfactory to the Agents, to the effect that registration under the U.S. Securities Act is not required in connection with the offer and sale of the Subscription Receipts or the exercise of the Subscription Receipts for the Units if no compensation is paid to solicit such exchange, provided that such offers and sales are made in compliance with Schedule “B” to this Agreement and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Subscription Receipts or the Units.
Sample 1

Related to U.S. Securities Opinion

  • U.S. Securities Law Matters The Parties agree that the Arrangement will be carried out with the intention that, and will use their commercially reasonable best efforts to ensure that, all Consideration Shares and Replacement Options issued pursuant to Arrangement will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder and pursuant to similar exemptions from applicable state securities laws. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis:

  • U.S. Securities Laws The Trustee acknowledges that the Notes have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold within the United States, except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

  • Opinion Letters The opinions required under Section 11.03(a) and Section 11.03(f) of the Agreement in connection with this Amendment are attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively.

  • Foreign Securities Systems Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

  • Opinion of Financial Adviser Xxxxxxxxx & Xxxxx LLC ---------------------------- (the "Company Financial Adviser") has delivered to the Company Board its written opinion dated the date of this Agreement to the effect that as of such date the Merger Consideration is fair, from a financial point of view, to the holders of Shares.

  • Opinion of Financial Advisor 23 3.19. Brokers.............................................................. 23

  • Underwriters Counsel Opinion The Representatives will have received (i) an opinion addressed to the Representatives of Xxxxxxx XxXxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Publicly Registered Notes and such other related matters as the Representatives require and the Depositor will have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters and (ii) a signed negative assurance letter of Xxxxxxx XxXxxxxxx LLP, dated the Closing Date, relating to the Preliminary Prospectus and the Prospectus.

  • Opinion of Financial Advisors SECTION 3.20

  • Securities Law Notice In compliance with South African securities laws, the Employee acknowledges that the documents listed below are available for review at the web addresses listed below:

  • Counsel Opinion Opinion of Xxxxx & Xxxxx LLP, special counsel to the Issuers or other counsel acceptable to the Trustee, dated the Additional Securities Closing Date, in form and substance satisfactory to the Issuer and the Trustee.

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