U.S. Matters. The Subscriber:
U.S. Matters. (a) Caza is a “foreign private issuer” within the meaning of Rule 3b-4 under the U.S. Exchange Act.
U.S. Matters. Augusta agrees, unless it obtains, prior written consent of each Underwriter, and each Underwriter, severally and not jointly, covenants and agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute an “issuer free writing prospectus” as defined under Rule 433 under the U.S. Securities Act, or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the SEC or retained by the Company under Rule 433 under the U.S. Securities Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule A hereto. Any such free Writing Prospectus consented to by the Underwriters or Augusta is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (A) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (B) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the U.S. Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.
U.S. Matters. (a) Each of Red Gaming Limited and Cyberview Czech is treated as a controlled foreign corporation as defined under section 957 of the Code and the regulations thereunder. Other than the Company and Barcrest Group Technology Limited, no Group Company has an election in effect for purposes of section 7701 of the Code, and the regulations thereunder, to be treated as something other than a corporation for US federal income tax purposes.
U.S. Matters. Each Obligor shall:
U.S. Matters. The Silvermex Common Shares are not registered under Section 12 of, and Silvermex is not required to file reports pursuant to Sections 13(a) or 15(d) of, the United States Securities Exchange Act of 1934, as amended.
U.S. Matters. (aa) it is aware that the Units have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or the securities laws of any state of the United States and may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration and the applicable laws of all applicable states or an exemption from such registration requirements is available and it acknowledges that the Funds have no present intention of filing a registration statement under the U.S. Securities Act in respect of any Units;
U.S. Matters. (i) Inner Spirit is not a "U.S. Person" (as that term is defined by Regulation S under the U.S. Securities Act).
U.S. Matters. (i) without the prior written consent of the Company, it has not distributed and will not distribute any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination;
U.S. Matters. (i) Northern (including all entities "controlled by" Northern for purposes of the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended) does not hold assets located in the United States with a fair market value in excess of U.S. $63.4 million in the aggregate and, during the 12-month period ended December 31, 2009, did not make sales in or into the United States in excess of U.S. $63.4 million in the aggregate; (ii) Northern is not incorporated in the United States, is not organized under the laws of the United States and does not have its principal offices within the United States; (iii) Northern is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act; (iv) no securities of Northern are registered or required to be registered under Section 12 of the Exchange Act or listed for trading on a stock exchange in the United States, and Northern is not required to file reports under Section 13(a) or Section 15(d) of the Exchange Act; and (v) Northern is not registered, and to the best of its knowledge, is not required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended. None of the representations, warranties or statements of fact made in this Section 3.1 in relation to Northern contains or will contain at the Effective Date any untrue statement of a material fact or omit or will omit at the Effective Date to state any material fact necessary to make any such warranty or representation not misleading.
