Regulation A Qualification Sample Clauses
Regulation A Qualification. (1) Neither the Warrants nor the Warrant Shares have been or will be registered under the U.S. Securities Act or under any United States state securities laws. The Warrants and the Warrant Shares have been qualified under the Form 1-A filed pursuant to Regulation A. Warrant Shares issuable upon exericse of the Warrants are qualified under Regulation A pursuant to the Rule 251(d)(3) Qualification; provided that the Corporation is current in its annual and semi-annual filings pursuant to Rule 257(b) of Regulation A.
(2) The Warrants may not be exercised unless (a) the Rule 251(d)(3) Qualification is available; (b) the Warrant Shares have been registered under the U.S. Securities Act and applicable state securities laws; or (c) an exemption from such registration is available and the holder has provided an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Corporation and Warrant Agent that the issuance of the Warrant Shares is exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.
(3) The Corporation covenants and agrees to file on a timely basis its annual report on Form 1-K and its semi-annual reports on Form 1-SA pursuant to Rule 257(b) of Regulation A. The Corporation will provide timely notice to the Warrant Agent of any failure to comply with the requirements of the Rule 251(d)(3)
Regulation A Qualification. MSC represents and warrants that all shares of AURI common stock issuable upon conversion of each AURI Note, including shares issuable in respect of accrued interest and default interest, carry the right of qualification under AURI’s current Regulation A offering (SEC File No. 024-11830) (the “Reg A Offering”). MSC further represents that, to MSC’s knowledge: (a) the Reg A Offering has been duly qualified by the U.S. Securities and Exchange Commission and has not been suspended, revoked, or withdrawn; (b) neither AURI Note contains any provision that would limit, restrict, or condition the Holder’s right to receive shares qualified under the Reg A Offering upon conversion; and (c) MSC has not received any notice from AURI indicating that the Reg A Offering is no longer available for the qualification of shares issuable under the AURI Notes. Any breach of this representation shall constitute a material breach of this Agreement entitling the Receiver to full indemnification under Section 7.1.