Foreign Private Issuer Status. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Act.
Foreign Private Issuer Status. Each of the Company and Purchaser shall have received evidence reasonably satisfactory to such Party that Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act as of the Closing.
Foreign Private Issuer Status. The Company shall use commercially reasonable efforts to maintain its status as a “foreign private issuer” (as determined in accordance with Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Company shall not give effect to any voluntary conversion of Proportionate Voting Shares or Multiple Voting Shares pursuant to this Article 27.8 or otherwise, and the Share Conversion Right will not apply, to the extent that after giving effect to all permitted issuances after such conversion of Proportionate Voting Shares or Multiple Voting Shares, the aggregate number of Subordinate Voting Shares, Proportionate Voting Shares and Multiple Voting Shares (calculated on the basis that each Subordinate Voting Share, Proportionate Voting Share and Multiple Voting Share is counted once, without regard to the number of votes carried by such share) held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rules 3b-4 and 12g3-2(a) under the Exchange Act (“U.S. Residents”) would exceed 40% (the “40% Threshold”) of the aggregate number of Subordinate Voting Shares, Multiple Voting Shares, Proportionate Voting Shares and Multiple Voting Shares (calculated on the same basis) issued and outstanding (the “FPI Restriction”). The directors may by resolution increase the 40% Threshold to a number not to exceed 50%, and if any such resolution is adopted, all references to the 40% Threshold herein shall refer instead to the amended percentage threshold set by the directors in such resolution.
Foreign Private Issuer Status. The Company shall promptly notify the Representative if the Company ceases to be a Foreign Private Issuer at any time prior to three (3) years from the date of this Agreement.
Foreign Private Issuer Status. The Company shall promptly notify the Representative if the Company ceases to be a “foreign private issuer” within the meaning of Rule 405 under the Securities Act and Rule 3b-4 under the Exchange Act at any time prior to the later of (i) completion of the distribution of the Public Securities and (ii) fifteen (15) days following the completion of the Lock-Up Period.
Foreign Private Issuer Status. The Corporation is, and will be at the Time of Closing, be a "foreign private issuer" as such term is defined in Rule 405 in the U.S. Securities Act;
Foreign Private Issuer Status. As of such time as the Company ceases to be a “foreign private issuer” (as defined in Rule 12b-2 under the Exchange Act), (i) all references in this Agreement to Form F-1 or a Form F-1 Shelf shall thereafter be deemed to refer to Form S-1 or a shelf registration on Form S-1, respectively, (ii) all references in this Agreement to Form F-3 or a Form F-3 Shelf shall thereafter be deemed to refer to a Form S-3 or a shelf registration on Form S-3, respectively, and (iii) the Company shall promptly take all actions reasonably necessary to ensure the Holders gain the expected benefit of this Agreement, including by filing (and making effective) any post-effective amendment to an existing Registration Statement, a Subsequent Shelf Registration Statement or other New Registration Statement.
Foreign Private Issuer Status. The Company is a “foreign issuer” (as defined in Rule 902(e) of Regulation S) and reasonably believes there is no “substantial U.S. market interest” (as defined in Rule 902(j) of Regulation S) in the Common Shares and represents that Rule 903(b)(1) (Category 1) of Regulation S applies to the offer and sale of the Shares and Warrants hereunder pursuant to Regulation S.
Foreign Private Issuer Status. The Company hereby agrees that if, after the date hereof, it should satisfy the formal requirements of being considered a "foreign private issuer" (as defined in Section 3b-4 of the Exchange Act), until the consummation of its initial Business Combination it shall (i) not take any action to avail itself of such designation and (ii) continue to file all such statements and reports as are required to be filed by a United States company registered under Section 12(g) of the Exchange Act.
Foreign Private Issuer Status. Notwithstanding anything to the contrary in this Agreement, the Company and the Holders understand and agree that it is the intention of the Company that it become eligible as soon as practical following completion of the transactions contemplated by the Merger Agreement to file reports with the SEC and under the Exchange Act as a foreign private issuer, and to utilize the forms applicable to foreign private issuers, including Form F-3 and F-1 to register securities for resale under the Securities Act. If the Company is not qualified or ceases to be a foreign private issuer (as defined in Rule 405 under the Securities Act) eligible to use a registration statement on Form F-1 or Form F-3, or eligible to file periodic reports on Form 20-F or 6-K, as the case may be, then all references in this Agreement to any such form shall be deemed to be references to Form S-0, Xxxx X-0, Form 10-K, Form 10-Q or Form 8-K, as applicable, or such similar or successor form as may be appropriate.
