Examples of EFI Note in a sentence
The Denison New Common Shares, the interests in the EFI Note and the EFI Payment Shares shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof and shall otherwise be in compliance with all U.S. Securities Laws.
Cancellation of any EFI Note represented by this Permanent Global Note that is required by the Conditions to be cancelled (other than upon its redemption) shall be effected by reduction in the nominal amount of this Permanent Global Note representing such EFI Note on its presentation to or to the order of the Belgian Paying Agent for endorsement in Part I of the First Schedule hereto, whereupon the nominal amount hereof shall be reduced for all purposes by the amount so cancelled and endorsed.
Payments in relation to such an EFI Note shall be made in accordance with the NBB Securities Settlement System Regulations and the provisions of the Clearing Services Agreement.
The parties agree that the Arrangement will be carried out with the intention that all Denison New Common Shares, interests in the EFI Note and the EFI Payment Shares will be issued in reliance on the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) of the 1933 Act (the “Section 3(a)(10) Exemption”) and will otherwise be in compliance with all U.S. Securities Laws.
In the event that the repayment of the EFI Note would otherwise result in the issuance to a Xxxxxxx Shareholder of a number of EFI Common Shares which is not a whole number, the number of EFI Common Shares to be issued to such Xxxxxxx Shareholder shall be rounded down to the nearest whole number.
In accordance with the Plan of Arrangement and the sequence specified therein, EFI shall issue (i) the EFI Note to Denison and (ii) the EFI Payment Shares to the Denison Shareholders in repayment of the EFI Note pursuant to the Arrangement.
The parties agree that the Arrangement will be carried out with the intention that all Xxxxxxx New Common Shares, interests in the EFI Note and the EFI Payment Shares will be issued in reliance on the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) of the 1933 Act (the “Section 3(a)(10) Exemption”) and will otherwise be in compliance with all U.S. Securities Laws.
The Parties agree to characterize for all tax purposes the sale by Xxxxxxx and the purchase by EFI of (i) the Purchased Shares in consideration of the payment of the Share Consideration and (ii) the Acquired Debt in consideration of the issuance of the EFI Note as a sale in which gain or loss is recognized.
This was further strengthened by Thornberry (2009) and Johnston (2006) that parents and children, not only manifest genetic similarities such as eye and hair colour, but also, exhibit similar forms of anti-social and criminal behaviour.
Any Xxxxxxx Shares traded after the Distribution Record Date will represent New Common Shares as of the Effective Date and shall not carry any rights to receive a pro rata portion of the EFI Note or EFI Payment Shares.