No U.S. Registration. The Subscriber is aware and accepts that the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and, subject to certain exemptions, may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person. "U.S. Person" has the meaning set forth in Rule 902 of Regulation S under the U.S. Securities Act. The Subscriber acknowledges that, subject to certain exceptions provided under the U.S. Securities Act, the Securities may not be offered, sold or otherwise transferred to, or exercised by, any person in the United States or any U.S. Person or person acting for the account or benefit thereof. "United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.
No U.S. Registration. The Subscriber acknowledges that neither the Unit Securities nor any Warrant Stock have been, or will be, registered under the U.S. Securities Act and may not be offered or sold in the United States or to any U.S. Person, except pursuant to applicable exemptions from U.S. federal and state registration requirements.
No U.S. Registration. The Company has no obligation to register or qualify the Special Warrants or the Underlying Securities under the U.S. Securities Act or the securities laws of any state of the United States.
No U.S. Registration. The Subscriber is aware and accepts that the Securities and any Warrant Shares issued on exercise of the Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and, subject to certain exemptions, may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person. "U.S. Person" has the meaning set forth in Rule 902 of Regulation S under the U.S. Securities Act. The Subscriber acknowledges that, subject to certain exceptions provided under the U.S. Securities Act, the Securities may not be offered, sold or otherwise transferred to, or exercised by, any person in the United States or any U.S. Person or person acting for the account or benefit thereof, unless such Securities are registered under the U.S. Securities Act and applicable state securities
No U.S. Registration. Royal Gold is aware and accepts that the Purchased Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and, subject to certain exemptions, may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person. “U.S. Person” has the meaning set forth in Rule 902 of Regulation S under the U.S. Securities Act. Royal Gold acknowledges that, subject to certain exceptions provided under the U.S. Securities Act, the Purchased Shares may not be offered, sold or otherwise transferred to, any person in the United States or any U.S. Person or person acting for the account or benefit thereof, unless such Purchased Shares are registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available, and Royal Gold understands that certificates representing the Purchased Shares issued to it will so indicate. “United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.
No U.S. Registration. The Vendors acknowledge and agree that the Exchanged Securities will be issued to the Vendors without such issuance being registered under the Securities Act and will be issued to the Vendors in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) and Rule 506 of Regulation D of the Securities Act based on the representations and warranties of the Vendors in this Agreement. As such, each Vendor further acknowledges and agrees that the Exchanged Securities will, upon issuance, be “restricted securities” within the meaning of the Securities Act. The Vendors acknowledge and agree that all certificates issuable to U.S. Persons representing the Exchanged Securities will be endorsed with the following legend, or such a similar legend as deemed advisable by legal counsel, to ensure compliance with the Securities Act and to reflect the status of the Exchanged Securities as restricted securities: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.” The Vendors acknowledge that the Exchanged Securities may not be offered, resold, pledged or otherwise transferred except through an exemption from registration under the Securities Act or pursuant to an effective registration statement under the Securities Act and in accordance with all applicable state securities laws and the laws of any other jurisdiction. Each of the Vendors who are U.S. Persons agrees to resell the Exchanged Securities only in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act. Each of the Vendors who are U.S. Persons agrees that Tracker may refuse to register any transfer of the Exchanged Securities not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. Each of the Vendors who are U.S. Persons agrees that Tracker may require the opinion of leg...
No U.S. Registration. The Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and the Shares may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws.
No U.S. Registration. The Corporation will not have any obligation to register any of the Subscription Receipts or the Underlying Securities under the U.S. Securities Act.
No U.S. Registration. The Notes have not been and will not be registered under the Securities Act of 1933 (the ‘‘Securities Act’’). Subject to certain exceptions, the Notes may not be offered or sold in the United States or to U.S. persons or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Investing in the Notes involves a high degree of risk. Prospective investors should carefully consider the information set forth in the section headed ‘‘Risk Factors’’ beginning on page 14 before investing in the Notes. Issue Price of the Notes: 100.00 per cent. Sole Book-Running Manager ING Wholesale Banking This Offering Circular is dated 31 October 2006. Neither the Issuer nor any of the Guarantors have authorised the making or provision of any representation or information regarding the Issuer, the Guarantors or the Notes other than as contained in this Offering Circular or as approved for such purpose by the Issuer and the Guarantors. Any such representation or information should not be relied upon as having been authorised by the Issuer, the Guarantors or the Manager. Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Note shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer or any of the Guarantors since the date of this Offering Circular. This Offering Circular does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes. This Offering Circular may only be used for the purposes for which it has been published. The distribution of this Offering Circular and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer, each of the Guarantors and the Manager to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on distribution of this Offering Circular and other offering material relating to the Notes, see ‘‘Subscription and Sale’’. In particular, the Notes have not been and will not be registered under the Securities Act of 1933. Subject to certain exceptions, the Notes may not be offered or sold in the United States or to U.S. persons or...
No U.S. Registration. Neither the Warrants nor the Common Shares, including the Warrant Shares, have been or will be registered under the U.S. Securities Act or under any United States state securities laws, and may not be offered, sold or otherwise disposed of in the United States or to a U.S. Person, unless an exemption from the registration requirements under the U.S. Securities Act and applicable state securities laws is available, and the holder agrees not to offer, sell or otherwise dispose of the Warrants or Warrant Shares in the United States or to a U.S. Person, unless registered under the U.S. Securities Act or an exemption from registration under the U.S. Securities Act and applicable state securities laws is available. Warrants and, if applicable, Warrant Shares, issued to, or for the account or benefit of, a U.S. Warrantholder (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form.
