Securities Act Exemptions. The Parties are executing and delivering this Agreement in reliance upon exemptions from registration promulgated under the rules and regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (“U.S. Securities Act”), and the British Columbia Securities Commission under the Securities Act of 1996, as amended (“B.C. Securities Act”).
Securities Act Exemptions. (a) The Company (i) shall comply in all material respects with the reporting requirements of the Exchange Act in a timely manner and (ii) shall comply in all material respects with all other public information reporting requirements required by the SEC as a condition to the availability of an exemption from the registration requirements of the Securities Act for the sale of the Registrable Securities currently existing or hereafter adopted.
Securities Act Exemptions. In the event that, due to an amendment to the Securities Act, a change in the SEC’s interpretation of the Securities Act or a decision of a court which provides that orders of Canadian courts such as the Final Order do not qualify under Section 3(a)(10) of the Securities Act, the exemption from registration under Section 3(a)(10) of the Securities Act is not available for any reason to exempt the issuance of the Spinco Shares and Exchangeable Shares in accordance with the Arrangement from the registration requirements of the Securities Act, then Spinco shall take all necessary action to file a registration statement on Form S-4 (or on such other form that may be available to Spinco) in order to register the shares of Spinco Common Stock and Exchangeable Shares, and shall use its reasonable best efforts to cause such registration statement to become effective at or prior to the Effective Time. In the event that, prior to the Distribution Date, due to an amendment to the Securities Act, a change in the SEC’s interpretation of the Securities Act or a decision of a court, the Distribution by means of a dividend is required to be registered under the Securities Act, then Weyerhaeuser shall cause Spinco to take all necessary action to file a registration statement on Form S-1 (or such other form that may be available to Spinco) in order to register the shares of Spinco Common Stock to be distributed as a dividend and shall cause Spinco to use its reasonable best efforts to cause such registration statement to become effective at or prior to the Distribution Date.
Securities Act Exemptions. The MAGNUM Stock to be transferred by the Shareholder to ColorSmart pursuant to this Agreement shall not be registered under the Securities Act, in reliance upon exemptions from such registration contained in Section (4)(l) and/or Section 4(2) of the Securities Act.
Securities Act Exemptions. The Issuer and each member of the TNG Group shall use its reasonable endeavours to make available all customary exemptions and safe harbours under the Securities Act and the rules or regulations thereunder, including, without limitation, section 4(a)(2) of the Securities Act, Rules 144 and 144A under the Securities Act and Regulation S under the Securities Act, in order to permit the Convertible Bond Holder to offer, sell, pledge or otherwise transfer the Convertible Bonds and/or the Conversion Shares without registration under the Securities Act.
Securities Act Exemptions. The Top Form Common to be issued pursuant to this Agreement shall not be registered under the Securities Act, in reliance upon exemptions from such registration contained in Sections 3(a)(10) and/or Section 4(2) of the Securities Act.
Securities Act Exemptions. The offer and sale of shares of Buyer Stock in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Act by reason of Regulation S and/or Section 4(2) under the Securities Act. Neither Buyer, nor any of its Affiliates, nor any other Person acting on its or their behalf (i) has or will at any time offer, sell, contract to sell, pledge or otherwise dispose of shares of Buyer Stock or other securities of Buyer by means of any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) or otherwise in a manner which would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offer and sale of Buyer Stock under this Agreement or (ii) has made or will make any directed selling efforts in the United States (within the meaning of Rule 902 under the Securities Act).
Securities Act Exemptions. The NRAD Stock to be issued pursuant to this Agreement shall not be registered under the Securities Act, in reliance upon exemptions from such registration contained in Sections 3(a)(10) and/or Section 4(2) of the Securities Act, and comparable state securities laws.
Securities Act Exemptions. The shares of MobileMail to be issued to the TxtNation Shareholders will be issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and/ or Rule 903 of Regulation S of the Securities Act and will be “restricted securities” under the Securities Act. In order to reflect the status of the MobileMail Shares as restricted securities, all certificates representing the MobileMail Shares will be endorsed with the following legend pursuant to the Securities Act: “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 EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION.” TxtNation shareholders will be permitted to register an agreed proportion of their MobileMail shares as free-trading after 6 months following the Initial Closing Date and shall be permitted to sell such shares provided they do so through MobeilMail’s brokers (or another approved broker) and subject to the maintenance of an orderly market in MobileMail shares. [new point, but the above limited sale rights would be accepted by TxtNation on the understanding that current shareholders in MM and new acquisition vendors are similarly restricted]
Securities Act Exemptions. All securities issued by the Issuer have been issued in full compliance with an exemption or exemptions from the registration and prospectus delivery requirements of the 1933 Act and from the registration and qualification requirements of all applicable state securities laws.
