Jurisdiction of Registration Sample Clauses

Jurisdiction of Registration. Xxxxx Xxxx Faraway Maritime Shipping Company (100% ownership) Liberia Methane Princess A&L CF June (3) Limited (100% ownership) Golar LNG 2215 Corporation (100% leasehold interest) Golar 2215 UK Ltd (100% sub-leasehold interest) Xxxxxxxx Islands Golar Spirit Golar Spirit Corporation (100% ownership) Xxxxxxxx Islands Golar Winter Golar Winter Corporation (100% ownership) Xxxxxxxx Islands Golar Freeze Golar Freeze UK Holding Co. Xxxxxxxx Islands Nusantara Xxxxx Xxxx PT Golar Indonesia Indonesia Golar Grand Golar Grand Corporation (100% ownership) Xxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxx LNG 2234 LLC Liberia EXHIBIT C-1 FORM OF OPINION OF XXXXXX & XXXXXX LLP EXHIBIT C-2 FORM OF OPINION OF MJM LIMITED EXHIBIT C-3 FORM OF OPINION OF XXXXXX & XXXXXX L.L.P. EXHIBIT C-4 FORM OF OPINION OF XXXXXX WESTWOOD & RIEGELS EXHIBIT C-5 FORM OF OPINION OF L.O. BAPTISTA, SCHMIDT, VALOIS, MIRANDA, FERREIRA, AGEL EXHIBIT C-6 FORM OF OPINION OF XXXXXX, XXXXXX & XXXXXXXX (UK) LLP EXHIBIT C-7 FORM OF OPINION OF XXXXXX, XXXXXX & XXXXXXXX ASIA PRACTICE LLP EXHIBIT C-8 FORM OF OPINION OF HANAFIAH PONGGAWA & PARTNERS EXHIBIT D FORM OF PRINCIPAL FINANCIAL OFFICER CERTIFICATE The undersigned, the Principal Financial Officer acting for Golar LNG Partners LP, a limited partnership organized under the laws of the Republic of The Xxxxxxxx Islands (the “Partnership”), hereby certifies pursuant to Section 7(s) of that certain Underwriting Agreement dated December 5, 2013 (the “Underwriting Agreement”), by and among the Partnership, Xxxxx XX LLC, a limited liability company organized under the laws of the Republic of The Xxxxxxxx Islands, Golar Partners Operating LLC, a limited liability company organized under the laws of the Republic of Xxx Xxxxxxxx Xxxxxxx, Golar LNG Limited, a Bermuda exempted company, and Xxxxxx Xxxxxxx & Co. LLC and Xxxxx Fargo Securities, LLC, as the underwriters, that as of the date hereof:
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Jurisdiction of Registration. The Issuer shall not change the jurisdiction of registration of the Drilling Rig to another jurisdiction, unless the Issuer has given the Trustee and the Note Holders not less than 60 days prior written notice, the Required Holders have consented (which consent shall not be unreasonably withheld) and the Issuer has furnished the Trustee and the Note Holders with a new replacement ship mortgage acceptable to the Trustee and the Required Holders and appropriate opinions of counsel, acceptable in form and substance to the Required Holders, with respect to such mortgage and the filing and first priority thereof.
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Jurisdiction of Registration. Golar Nanook LNG Power Limited (bareboat charter interest) Republic of the Xxxxxxxx Islands Golar Celsius Golar Power Limited (bareboat charter interest) Republic of the Xxxxxxxx Islands Golar Penguin Golar Power Penguin Corp. (bareboat charter interest) Republic of the Xxxxxxxx Islands SCHEDULE V Written Testing-the-Water Communications [ ● ]. EXHIBIT A FORM OF LOCK-UP AGREEMENT _____________, 20__ Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx Sachs & Co. LLC As representatives of the several Underwriters named in Schedule I to the Underwriting Agreement c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 c/o Goldman Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Sachs & Co. LLC (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hygo Energy Transition Ltd., a Bermuda exempted company formerly known as Golar Power Limited (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of [ ● ] common shares, par value $1.00 per share (“Common Shares”). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Restricted Period”) relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of C...
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Jurisdiction of Registration. During that portion of the Term extending from the Delivery Date to the Deregistration Date, the USA, and during that portion of the Term extending from the Deregistration Date to the Redelivery Date, the Republic of Panama.
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Jurisdiction of Registration. Xxxxx Xxxx Faraway Maritime Shipping Company (100% ownership) Liberia Methane Princess A&L CF June (3) Limited (100% ownership) Golar LNG 2215 Corporation (100% leasehold interest) Golar 2215 UK Ltd (100% sub-leasehold interest) Xxxxxxxx Islands Golar Spirit Golar Spirit Corporation (100% ownership) Xxxxxxxx Islands Golar Winter Lloyds TSB Maritime Leasing (No. 13) Limited (100% ownership) Golar LNG 2220 Corporation (100% leasehold interest) Golar Winter UK Ltd (100% sub-leasehold interest) Xxxxxxxx Islands Golar Freeze Golar Freeze UK Holding Co. Xxxxxxxx Islands Nusantara Xxxxx Xxxx PT Golar Indonesia Indonesia EXHIBIT C-1 FORM OF OPINION OF XXXXXX, XXXXXX & XXXXXXXX (NEW YORK) LLP
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Jurisdiction of Registration. The Standby Purchaser shall not ------------------------------ change the jurisdiction of registration of the Drilling Rig to another jurisdiction, unless the Standby Purchaser, when directed by the Lessee, has given the Trustee not less than 60 days prior written notice, the Required Holders have consented (which consent shall not be unreasonably withheld) and the Standby Purchaser has furnished the Trustee and the Note Holders with a new replacement ship mortgage acceptable to the Trustee and the Required Holders and appropriate opinions of counsel, acceptable in form and substance to the Required Holders, with respect to such mortgage and the filing and first priority thereof.
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Jurisdiction of Registration. Xxxxx Xxxx Chinese Petroleum Corporation (40% ownership) Faraway Maritime Shipping Company (60% ownership) United Kingdom
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Jurisdiction of Registration. Mount Norefjell Mount Norefjell Inc. (bareboat charter interest) Liberia Mount Ita Mount Ita Inc. (bareboat charter interest) Liberia Mount Etna Mount Etna Inc. (bareboat charter interest) Liberia Mount Blanc Mount Blanc Inc. (bareboat charter interest) Liberia Mount Matterhorn Mount Matterhorn Inc. (bareboat charter interest) Liberia Mount Neblina Mount Neblina Inc. (bareboat charter interest) Liberia Mount Bandeira Mount Bandeira Inc. (bareboat charter interest) Liberia Mount Hua Mount Hua Inc. (bareboat charter interest) Liberia Mount Elbrus Mount Elbrus Inc. (bareboat charter interest) Liberia Mount Denali Mount Denali Inc. (bareboat charter interest) Liberia Mount Aconcagua Mount Aconcagua Inc. (bareboat charter interest) Liberia Mount Emai Mount Emai Inc. (bareboat charter interest) Liberia Xxxxx X(a) FORM OF OPINION OF U.S. COUNSEL FOR THE COMPANY Xxxxx X(b) FORM OF NEGATIVE ASSURANCE LETTER OF U.S. COUNSEL FOR THE COMPANY Xxxxx X(c) FORM OF OPINION OF BERMUDA COUNSEL FOR THE COMPANY Xxxxx XX [FORM OF PRESS RELEASE] Himalaya Shipping Ltd. [Date] Himalaya Shipping Ltd. (the “Company”) announced today that DNB Markets, Inc., the sole global coordinator, joint bookrunner and representative of the underwriters in the recent public sale of common shares of the Company, is [waiving] [releasing] a lock-up restriction with respect to common shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Xxxxx XXX [FORM OF LOCK-UP AGREEMENT] , 2023 DNB Markets, Inc. as representative of the several Underwriters c/o DNB Markets, Inc., 00 Xxxxxx Xxxxx, 81st Floor New York, New York 10001 Re: Himalaya Shipping Ltd. - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as a representative (the “Representative”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Himalaya Shipping Ltd., an exempted company limited by shares and registered in Bermuda (the “Company”), providing for a pu...
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Jurisdiction of Registration. Golar Viking GVS Corporation (100% ownership) Republic of the Xxxxxxxx Islands Golar Arctic Golar LNG 2216 Corporation (100% ownership) Republic of the Xxxxxxxx Islands Xxxx Xxxxx Gimi Corporation (100% ownership) Republic of the Xxxxxxxx Islands Xxxxx Xxxxx Hilli Corporation (100% ownership) Republic of the Xxxxxxxx Islands Gandria Golar Gandria N.V. (100% ownership) Republic of the Xxxxxxxx Xxxxxxx Xxxxx Xxxx Xxxxx Xxxx M2021 Corp. (bareboat charter interest) Republic of the Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxx M2022 Corp. (100% ownership) Republic of the Xxxxxxxx Xxxxxxx Xxxxx Xxxx Xxxxx Xxxx M2027 Corp. (100% ownership) Republic of the Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx XXX XX00 Corporation (bareboat charter interest) Republic of the Xxxxxxxx Islands Xxxxx Xxxxx Golar LNG NB12 (100% ownership) Republic of the Xxxxxxxx Xxxxxxx Xxxxx Xxxx Xxxxx Xxxx M2047 Corp. (bareboat charter interest) Republic of the Xxxxxxxx Xxxxxxx Xxxxx Xxx Xxxxx Xxxx M2048 Corp. (bareboat charter interest) Republic of the Xxxxxxxx Islands Golar Xxxxxx Xxxxx LNG NB11 Corporation (bareboat charter interest) Republic of the Xxxxxxxx Islands SCHEDULE V Xxxxxx Xxxxx Tor Olav Trøim Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxx Xxxxx-Xxxxxxx Xxxx Xxxxxxx Naess Xxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxx Xxxxxx
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Related to Jurisdiction of Registration

  • Expenses of Registration All expenses incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers, legal and accounting fees shall be paid by the Company.

  • Delay of Registration No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

  • Suspension of Registration If the continued use of the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.

  • Notice of Registration If at any time or from time to time the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders, other than (i) a registration relating solely to employee benefit plans, or (ii) a registration relating solely to a Commission Rule 145 transaction, the Company will:

  • Maintenance of Registration For a period of at least five (5) years from the Effective Date, or until such earlier time upon which the Company is required to be liquidated, the Company will use its best efforts to maintain the registration of the Units, Common Stock and Warrants under the provisions of the Exchange Act, except after giving effect to a going private transaction after the completion of an Initial Business Combination. The Company will not deregister the Units, Common Stock or Warrants under the Exchange Act (except in connection with a going private transaction after the completion of an Initial Business Combination) without the prior consent of the Representative.

  • Absence of Registration Rights There are no persons with registration rights or other similar rights to have any securities (debt or equity) (A) registered pursuant to the Registration Statement or included in the offering contemplated by this Agreement or (B) otherwise registered by the Fund under the 1933 Act or the 1940 Act. There are no persons with tag-along rights or other similar rights to have any securities (debt or equity) included in the offering contemplated by this Agreement or sold in connection with the sale of Securities by the Fund pursuant to this Agreement.

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Delay in Filing; Suspension of Registration If the Company shall furnish to the Participating Holders a certificate signed by the Chief Executive Officer or equivalent senior executive officer of the Company stating that the filing, effectiveness or continued use of a Demand Registration Statement would require the Company to make an Adverse Disclosure, then the Company may delay the filing (but not the preparation of) or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company, unless otherwise approved in writing by the Holders of a majority of the Company Shares that elected to participate in the registration in respect of any Demand Suspension, shall not be permitted to exercise aggregate Demand Suspensions and Shelf Suspensions more than twice, or for more than an aggregate of 90 days, in each case, during any 12-month period; provided, further, that in the event of a Demand Suspension, such Demand Suspension shall terminate at such earlier time as the Company would no longer be required to make any Adverse Disclosure. Each Participating Holder shall keep confidential the fact that a Demand Suspension is in effect, the certificate referred to above and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Participating Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Participating Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Participating Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries and (D) as required by law, rule or regulation. In the case of a Demand Suspension, the Participating Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the notice referred to above. The Company shall immediately notify the Participating Holders upon the termination of any Demand Suspension, amend or supplement the Prospectus and any Issuer Free Writing Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Participating Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as any Participating Holder may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement if required by the registration form used by the Company for the applicable Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder, or as may reasonably be requested by the Demand Party.

  • Termination of Registration Rights The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:

  • Registration of Agreement 1.04 (1) The City shall be entitled, in its sole discretion, to file and maintain caveats evidencing the City’s interest under this Agreement against each and every Certificate of Title within the Development Area.

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