US selling restrictions. Each of the Issuer and the Guarantor represents, warrants and agrees:
US selling restrictions. Pretivm represents, warrants and agrees that (i) none of Pretivm, its subsidiaries, any persons acting on its or their behalf, has engaged or will engage in any directed selling effort (within the meaning of Regulation S) with respect to the Units, the Warrants or the common shares of Pretivm; (ii) it and they have complied and will comply with the requirements for an “offshore transaction”, as such term is defined in Regulation S; (iii) none of Pretivm, its subsidiaries or any person acting on its or their behalf has offered or will offer to sell any of the Units by means of any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the 1933 Act; (iv) it is a “foreign issuer” within the meaning of Regulation S and reasonably believes that there is no “substantial U.S. market interest” in the Units, the Warrants or the common shares of Pretivm (as such term is defined under Regulation S); and (v) it will notify Computershare Investor Services Inc. as soon as practicable upon it becoming a “domestic issuer”, as defined in Regulation S.
US selling restrictions neither the Issuer nor its affiliates will permit offers or sales of Notes to be made in the United States or its possessions or to United States persons, provided however, that the Issuer makes no such representation or warranty in respect of any activity undertaken by the Dealers or their affiliates in respect of the Notes. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and the Treasury regulations promulgated thereunder;
US selling restrictions. Silver Standard represents, warrants and agrees that (i) none of Silver Standard, its subsidiaries, any persons acting on its or their behalf, has engaged or will engage in any directed selling effort (within the meaning of Regulation S) with respect to the Units, the Warrants or the common shares of Pretivm; (ii) it and they have complied and will comply with the requirements for an “offshore transaction”, as such term is defined in Regulation S; (iii) none of Silver Standard, its subsidiaries, any person acting on its or their behalf has offered or will offer to sell any of the Units by means of any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the 1933 Act; and (iv) it reasonably believes that there is no “substantial U.S. market interest” in the Units, the Warrants or the common shares of Pretivm (as such term is defined under Regulation S).
US selling restrictions it acknowledges that the Nil Paid Rights and the Rights Shares have not been and will not be registered under the Securities Act and agrees that the Nil Paid Rights and the Rights Shares may only be offered and sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under Regulation S) in reliance on Regulation S;
US selling restrictions. 21.1 Neither the Company nor any of its or their affiliates, nor any person acting on its or their behalf (other than the Underwriters, their affiliates or persons acting on their behalf, as to whom no representation is made) has, directly or indirectly, made or will make offers or sales of, or has solicited or will solicit offers to buy, or otherwise has negotiated or will negotiate in respect of, any security under circumstances that would require the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Shares to be registered under the US Securities Act.
US selling restrictions. [Regulation S compliance Category 2;] [TEFRA C rules apply] [TEFRA D rules apply] [TEFRA rules not applicable] [[Not] Rule 144A eligible]
US selling restrictions. The Issuer represents, warrants and agrees that neither it, nor any of its affiliates, nor any person acting on its behalf or on behalf of any of its affiliates, has engaged or will engage in any directed selling efforts in the United States with respect to any Notes, and that it and its affiliates have complied and will comply with the offering restrictions requirement of Regulation S under the United States Securities Act of 1933, as amended. The Issuer agrees that it will not offer or sell, nor solicit offers to buy, securities under circumstances that would require registration of the Notes under the United States Securities Act of 1933, as amended. Terms used in this Clause 5.9 have the meanings given to them by that Regulation S.
US selling restrictions. 39. Each of the Company and Optimal represent and warrant that they and their respective affiliates (as defined in Rule 405 under the U.S. Securities Act 1933), and any person acting on their respective behalves:
US selling restrictions. The Issuer represents, warrants and agrees that neither it, nor any of its affiliates, nor any person acting on its behalf or on behalf of any of its affiliates, has engaged or will engage in any directed selling efforts as defined in Rule 902(c) under the United States Securities Xxx 0000, as amended (the "Securities Act"), in the United States with respect to any Notes, and that it and its affiliates have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act. The Issuer agrees that it will not offer or sell, nor solicit offers to buy, securities under circumstances that would require registration of the Notes under the Securities Act. Terms used in this Clause 5.9 have the meanings given to them by that Regulation S.
