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. [The][Each of the] Issuer [and the Guarantor] represents, warrants and agrees:
(a) that neither it, nor any of its affiliates (as defined in Rule 405 under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), nor any person (other than the Dealers, as to whom no representation or warranty is made) 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 Regulation S under the Securities Act (“Regulation S”)) in the United States with respect to any Notes [and the Guarantee]; and
(b) [that it is a foreign issuer and reasonably believes that there is no substantial U.S. market interest (as those terms are defined in Regulation S) in its debt securities] [that it is a foreign issuer (as such term is defined in Regulation S) and that it, its affiliates (as defined in Rule 405 under the Securities Act) and any person (other than the Dealers, as to whom no representation or warranty is made) acting on its behalf or on behalf of any of its affiliates, have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act]4; and
(c) 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.
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. 19.1 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.
19.2 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 engaged or will engage in any form of general solicitation or general advertising in connection with any offer or sale of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Shares in the United States.
19.3 Neither the Company not 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 engaged or will engage in any directed selling efforts in the United States with respect to the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Shares and it and they have complied and will comply with the applicable offering restrictions requirements of Regulation S under the US Securities Act.
19.4 The Company is a “foreign issuer” (as defined in Regulation S) and reasonably believes that there is no “substantial US market interest” (as defined in Regulation S) in the New Shares or any securities of the same class as the New Shares.
19.5 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 taken, directly or indirectly, or will take any action designed to cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation or manipulation of the price of any security of the Company to facilitate the sale or resale of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the New Shares.
19.6 The C...
US selling restrictions. 30.1 The Company understands and agrees that the New Ordinary Shares have not been and will not be registered under the US Securities Act and will be offered and sold only in offshore transactions in accordance with Regulation S under the US Securities Act.
30.2 No Group Company or any of their affiliates or persons acting on their respective behalf has:
30.2.1 directly or indirectly, made or will make offers or sales of any security, solicited or will solicit offers to buy any security or otherwise negotiated or will negotiate in respect of any security under circumstances that would require registration of any Ordinary Shares under the US Securities Act;
30.2.2 knowingly engaged or will engage in any "directed selling efforts" (as defined in Regulation S under the US Securities Act) in the United States with respect to the New Ordinary Shares; or
30.2.3 offered or sold New Ordinary Shares in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the US Securities Act. WARRANTY CERTIFICATE1 To: Allenby Capital Limited, 0 Xx. Xxxxx'x Xxxxx, Xxxxxx, Xxxxxxx, XX0X 0XX Dear Sirs Placing of 10,592,618 new Ordinary Shares of 1p each in the capital of Osirium Technologies plc (the "Company") ("Placing Shares") We refer to the above issue and to the placing agreement between (1) the Company and (2) Allenby dated 10 February 2022 (the "Agreement"). Unless the context requires otherwise, words and expressions defined in the Agreement have the same meanings in this letter. We hereby confirm to you that:
1. each of the conditions referred to in [Clauses 2.1.1 to 2.1.12 (inclusive)/Clauses 2.2.1 to 2.2.11] of the Agreement has been fulfilled or waived in accordance with the terms of the Agreement;
2. the London Stock Exchange has granted permission for the [First/Second] Placing Shares [and the Subscription Shares] to be admitted to trading on AIM;
3. none of the representations, warranties or undertakings referred to in Clause 12 and Schedule 2 of the Agreement was breached or untrue or inaccurate or misleading at the date of the Agreement and there has been no change of circumstances such that if repeated at the date of this letter by reference to the facts and circumstances subsisting at the date of this letter any of such representations, warranties or undertakings would be breached or untrue or inaccurate in any respect or misleading in any respect;
4. the Company has complied in all respects ...
US selling restrictions. Each of the Issuer and the Guarantor represents, warrants and agrees:
(A) that neither it, nor any of its affiliates (as defined in Rule 405 under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), nor any Person (other than the Dealers, as to whom no representation or warranty is made) 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 Regulation S under the Securities Act (“Regulation S”)) in the United States with respect to any Notes and the Guarantee; and
(B) that, in respect of the Issuer, it is a foreign issuer (as such term is defined in Regulation S) and that, in respect of each of the Issuer and the Guarantor, its affiliates (as defined in Rule 405 under the Securities Act) and any Person (other than the Dealers, as to whom no representation or warranty is made) acting on its behalf or on behalf of any of its affiliates, have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act; and
(C) 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.
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.
