Economic Substance. For so long as the Investor holds Shares or Deposit Shares, the Company shall, and shall cause its controlled subsidiaries to, use reasonable best efforts to comply with the International Tax Co-operation (Economic Substance) Law, 2018, of the Cayman Islands so that it does not become a defunct company and is not struck off.
Economic Substance. The Taxation (Companies – Economic Substance) (Jersey) Law 2019 (the "Substance Law") introduced economic substance requirements for companies residing in Jersey for tax purposes and which have income from a relevant sector in any accounting period commencing on or after 1 January 2019. These substance requirements apply to companies with any income from the following categories of geographically mobile financial and other service activities, identified by the OECD’s Forum on Harmful Tax Practices:
Economic Substance. On 5 December 2017, the EU Council released a list of non-EU jurisdictions (which has since been updated on a number of occasions) that are deemed by the EU Council to be “non- cooperative jurisdictions” for tax purposes (the “Blacklist”) and a list of additional non-EU jurisdictions that had committed to introduce specified amendments to their tax regimes by 2018/2019 in order to remain off the Blacklist (the “Grey List”). Jersey had been listed by the EU Council as a member of the Grey List pending its adoption of appropriate economic substance legislation by the end of 2018. Jersey adopted economic substance legislation within the timeframe and on 12 March 2019 the EU Council confirmed that Jersey had met its commitment and removed Jersey from the Grey List. Jersey remains off the Blacklist. A jurisdiction’s inclusion on the Blacklist may result in EU Member States imposing both tax and non-tax defensive measures against entities that are present in that Blacklisted jurisdiction. It should be understood that a relevant jurisdiction’s inclusion on the Blacklist may have an adverse impact on any companies that are connected with that jurisdiction. The Taxation (Companies – Economic Substance) (Jersey) Law 2019 (the "Substance Law") introduced economic substance requirements for companies residing in Jersey for tax purposes and which have income from a relevant sector in any accounting period commencing on or after 1 January 2019. These substance requirements apply to companies with any income from the following categories of geographically mobile financial and other service activities, identified by the OECD's Forum on Harmful Tax Practices:
Economic Substance. We have undertaken no enquiry and express no view as to the compliance of the Company with the Economic Substance (Companies and Limited Partnerships) Act 2018.
Economic Substance. We have undertaken no enquiry and express no view as to the compliance of the Company with the International Tax Co-operation (Economic Substance) Act (2020 Revision). Annex C Form of Warrant Annex C to Subscription Agreement THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE OR TRANSFER OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY. WARRANT TO PURCHASE ORDINARY SHARES of LEGEND BIOTECH CORPORATION Dated as of May [•], 0000 Xxxxxxx to Purchase [•] Ordinary Shares (subject to adjustment) THIS CERTIFIES THAT, for value received, [LGN HOLDINGS LIMITED], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Legend Biotech Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”), ordinary shares of the Company, par value of US$0.0001 per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the subscription agreement, dated as of May [•], 2021, by and among the Company and the Holder described therein (the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. The Holder is subject to certain restrictions set forth in the Transaction Documents. The following is a statement of the rights of the Holder and the conditions to which this Warrant is subject, and to which Holder, by acceptance of this Warrant, agrees:
