Share Consideration. As partial consideration for the sale of the Ukabobs Membership Interest by the Selling Members to Verify, Verify shall allot and issue the Verify Shares to the Selling Members in the amount set out opposite each Selling Members' name in Schedule 1 on the basis of 88,000 Verify Shares for each 1% of the Ukabobs Membership Interest held by each Selling Member. The Selling Members acknowledge and agree that the Verify Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act. As required by applicable securities law, the Selling Members agree to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Verify Shares issued on Closing will be endorsed with one of the following legend pursuant to the Securities Act in order to reflect the fact that the Verify Shares will be issued to the Selling Members pursuant to an exemption from the registration requirements of the Securities Act: For Selling Members not resident in the United States: "THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT." For Selling Members resident in the United States: "NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."
Appears in 1 contract
Share Consideration. As partial consideration for the sale (a) By reason of the Ukabobs Membership Interest by the Selling Members to Verify, Verify shall allot and issue the Verify Shares to the Selling Members in the amount set out opposite each Selling Members' name in Schedule 1 on the basis of 88,000 Verify Shares for each 1% of the Ukabobs Membership Interest held by each Selling Member. The Selling Members acknowledge and agree that the Verify Shares are being issued pursuant to an a specific exemption from the prospectus and registration requirements provisions of the Securities Act. As required by applicable securities law, Seller understands that the Selling Members agree Rumble Share Consideration has not been, and prior to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Verify Shares issued on Closing will be endorsed with one not be, registered under the Securities Act. Seller understands that the Rumble Share Consideration will consist of “restricted securities” under applicable U.S. federal and state securities Laws and that, pursuant to these Laws, Seller may dispose of the following legend pursuant to the Securities Act in order to reflect the fact that the Verify Shares will be issued to the Selling Members Rumble Share Consideration only pursuant to an effective registration statement with the Securities and Exchange Commission and in compliance with applicable requirements of state authorities, or an exemption from the such registration requirements of the Securities Act: For Selling Members not resident and requirements. Seller acknowledges that, other than as set forth in the United States: "Registration Rights Agreement, Purchaser has no obligation to register or qualify the Rumble Share Consideration.
(b) Any certificate(s) representing the Rumble Share Consideration will be imprinted, and any Rumble Share Consideration issued in non-certificated book-entry form will have a notation in Purchaser’s stock ledger and other appropriate books and records, with a legend in substantially the following form (in the case of Rumble Share Consideration issued in non-certificated book-entry form, reflecting conforming changes consistent with the non-certificated book-entry form): “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED BY THIS CERTIFICATE WERE ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 “ACT"”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY ASSIGNED, PLEDGED OR INDIRECTLY, OTHERWISE TRANSFERRED IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS ABSENCE OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTACT COVERING SUCH SALE, ASSIGNMENT OR PURSUANT TRANSFER OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO AN AVAILABLE EXEMPTION FROMTHE ISSUER, OR IN A TRANSACTION NOT SUBJECT TO, THE THAT REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTACT IS NOT REQUIRED." For Selling Members resident ”
(c) Notwithstanding anything to the contrary set forth in this Agreement, if, between the United States: "NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, AS AMENDED the issued and outstanding Purchaser Common Shares or securities convertible or exchangeable into or exercisable for Purchaser Common Shares, as applicable, shall have been changed into a different number of shares or a different class (THE "1933 ACT"including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or stock dividend thereon with a record date during such period or otherwise, but excluding any change that results from any issuance of shares permitted by Section 9.1(c)), OR ANY U.S. STATE SECURITIES LAWSthen the Rumble Share Consideration shall be appropriately adjusted; provided, ANDhowever, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREINthat nothing in this Section 2.4(c) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTshall be construed to permit Purchaser or any other Person to take any action to the extent such action is limited or prohibited by the terms and conditions of this Agreement."
Appears in 1 contract
Share Consideration. As partial consideration for the sale (a) By reason of the Ukabobs Membership Interest by the Selling Members to Verify, Verify shall allot and issue the Verify Shares to the Selling Members in the amount set out opposite each Selling Members' name in Schedule 1 on the basis of 88,000 Verify Shares for each 1% of the Ukabobs Membership Interest held by each Selling Member. The Selling Members acknowledge and agree that the Verify Shares are being issued pursuant to an a specific exemption from the prospectus and registration requirements provisions of the Securities Act. As required by applicable securities law, Seller understands that the Selling Members agree Rumble Share Consideration has not been, and prior to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Verify Shares issued on Closing will be endorsed with one not be, registered under the Securities Act. Seller understands that the Rumble Share Consideration will consist of “restricted securities” under applicable U.S. federal and state securities Laws and that, pursuant to these Laws, Seller may dispose of the following legend pursuant to the Securities Act in order to reflect the fact that the Verify Shares will be issued to the Selling Members Rumble Share Consideration only pursuant to an effective registration statement with the Securities and Exchange Commission and in compliance with applicable requirements of state authorities, or an exemption from such registration and requirements. Seller acknowledges that Purchaser has no obligation to register or qualify the registration requirements of Rumble Share Consideration.
(b) Any certificate(s) representing the Securities Act: For Selling Members not resident Rumble Share Consideration will be imprinted, and any Rumble Share Consideration issued in non-certificated book-entry form will have a notation in Purchaser’s stock ledger and other appropriate books and records, with a legend in substantially the following form (in the United States: "case of Rumble Share Consideration issued in non-certificated book-entry form, reflecting conforming changes consistent with the non-certificated book-entry form): “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED BY THIS CERTIFICATE WERE ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 “ACT"”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY ASSIGNED, PLEDGED OR INDIRECTLY, OTHERWISE TRANSFERRED IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS ABSENCE OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTACT COVERING SUCH SALE, ASSIGNMENT OR PURSUANT TRANSFER OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO AN AVAILABLE EXEMPTION FROMTHE ISSUER, OR IN A TRANSACTION NOT SUBJECT TO, THE THAT REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTACT IS NOT REQUIRED." For Selling Members resident ”
(c) Notwithstanding anything to the contrary set forth in this Agreement, if, between the United States: "NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, AS AMENDED the issued and outstanding Purchaser Common Shares or securities convertible or exchangeable into or exercisable for Purchaser Common Shares, as applicable, shall have been changed into a different number of shares or a different class (THE "1933 ACT"including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or stock dividend thereon with a record date during such period or otherwise, but excluding any change that results from any issuance of shares permitted by Section 9.1(c)), OR ANY U.S. STATE SECURITIES LAWSthen the Rumble Share Consideration shall be appropriately adjusted; provided, ANDhowever, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREINthat nothing in this Section 2.4(c) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTshall be construed to permit Purchaser or any other Person to take any action to the extent such action is limited or prohibited by the terms and conditions of this Agreement."
Appears in 1 contract
Share Consideration. As partial consideration for the sale (a) By reason of the Ukabobs Membership Interest by the Selling Members to Verify, Verify shall allot and issue the Verify Shares to the Selling Members in the amount set out opposite each Selling Members' name in Schedule 1 on the basis of 88,000 Verify Shares for each 1% of the Ukabobs Membership Interest held by each Selling Member. The Selling Members acknowledge and agree that the Verify Shares are being issued pursuant to an a specific exemption from the prospectus and registration requirements provisions of the Securities Act. As required by applicable securities law, Parent understands that the Selling Members agree Share Consideration has not been, and prior to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Verify Shares issued on Closing will be endorsed with one not be, registered under the Securities Act. Parent understands that the Share Consideration will consist of “restricted securities” under applicable U.S. federal and state securities Laws and that, pursuant to these Laws, Parent may dispose of the following legend pursuant to the Securities Act in order to reflect the fact that the Verify Shares will be issued to the Selling Members Share Consideration only pursuant to an effective registration statement with the Securities and Exchange Commission and in compliance with applicable requirements of state authorities, or an exemption from the such registration requirements of the Securities Act: For Selling Members not resident and requirements. Parent acknowledges that, other than as set forth in the United States: "Shareholder Agreement, Purchaser has no obligation to register or qualify the Share Consideration.
(b) Any certificate(s) representing the Share Consideration will be imprinted, and any Share Consideration issued in non-certificated book-entry form will have a notation in Purchaser’s stock ledger and other appropriate books and records, with a legend in substantially the following form (in the case of Share Consideration issued in non-certificated book-entry form, reflecting conforming changes consistent with the non-certificated book-entry form): “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED BY THIS CERTIFICATE WERE ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 “ACT"”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY ASSIGNED, PLEDGED OR INDIRECTLY, OTHERWISE TRANSFERRED IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS ABSENCE OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTACT COVERING SUCH SALE, ASSIGNMENT OR PURSUANT TRANSFER OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO AN AVAILABLE EXEMPTION FROMTHE ISSUER, OR IN A TRANSACTION NOT SUBJECT TO, THE THAT REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTACT IS NOT REQUIRED." For Selling Members resident ”
(c) Notwithstanding anything to the contrary set forth in this Agreement (including, for the avoidance of doubt, Section 6.2(a)(ii)), if, between the date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, the issued and outstanding Purchaser Common Shares or securities convertible or exchangeable into or exercisable for Purchaser Common Shares shall have been increased, decreased, or changed into a different number of Purchaser Common Shares or securities or a different class by reason of any reclassification, stock split, dividend or distribution paid in the United States: "NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933capital stock of Purchaser, AS AMENDED recapitalization, merger (THE "1933 ACT"other than a merger with another entity which does not result in any change, modification or reclassification of any kind with respect to any securities issuable under this Agreement), OR ANY U.S. STATE SECURITIES LAWSor other similar transaction, ANDor a dividend payable in the capital stock of Purchaser with a record date within such period shall have been declared by Parent, UNLESS SO REGISTEREDthen the Share Consideration shall be equitably adjusted to provide Parent the same economic effect as contemplated by this Agreement prior to such event; provided, MAY NOT BE OFFERED OR SOLDhowever, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTthat nothing in this Section 2.4 shall be construed to permit Purchaser or any other Person to take any action limited or prohibited by the terms and conditions of this Agreement."
Appears in 1 contract
Share Consideration. As partial consideration for the sale of the Ukabobs Membership Interest Seller Shares by the Selling Members Shareholders to VerifyPurchaser, Verify Purchaser shall allot and issue the Verify Purchaser Shares to the Selling Members Shareholders in the amount set out opposite each Selling Members' Shareholder's name in Schedule 1 on the basis of 88,000 Verify 40,000 Purchaser Shares for each 1% of the Ukabobs Membership Interest Seller Share held by each Selling MemberShareholder. The Selling Members Shareholders acknowledge and agree that the Verify Purchaser Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act. As required by applicable securities law, the Selling Members Shareholders agree to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Verify Purchaser Shares issued on Closing will be endorsed with one of the following legend pursuant to the Securities Act in order to reflect the fact that the Verify Purchaser Shares will be issued to the Selling Members Shareholders pursuant to an exemption from the registration requirements of the Securities Act: For Selling Members Shareholders not resident in the United States: "THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT." For Selling Members Shareholders resident in the United States: "NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."
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Share Consideration. As partial consideration for CONVERSION OR CANCELLATION OF SHARES IN THE MERGER
4.1. Share Consideration; Conversion or Cancellation of Shares in the sale ----------------------------------------------------------------- Merger. Subject to the provisions of this Article IV, at the Effective Time, ------ by virtue of the Ukabobs Membership Interest Merger and without any action on the part of the holders thereof, the shares of the constituent corporations shall be converted or cancelled as follows:
(a) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent or the Company or any of their respective Wholly-Owned Subsidiaries) shall be converted into .943 of a Parent Common Share (the "Exchange Ratio"). If, prior to the Effective Time, Parent -------------- should split or combine the Parent Common Shares, or pay a stock dividend or other stock distribution in Parent Common Shares, or otherwise change the Parent Common Shares into any other securities, or make any other dividend or distribution on the Parent Common Shares (other than normal quarterly dividends as the same may be adjusted from time to time in the ordinary course), then the Exchange Ratio will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change.
(b) All Shares to be converted into Parent Common Shares pursuant to this Section 4.1 shall cease to be outstanding, shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive for each of the Shares, upon the surrender of such certificate in accordance with Section 4.2, the amount of Parent Common Shares specified above (the "Share Consideration") and cash in lieu of fractional ------------------- Parent Common Shares as contemplated by Section 4.3.
(c) Each Share issued and outstanding and owned by Parent or the Company, or any of their respective Wholly- Owned Subsidiaries, immediately prior to the Effective Time shall cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist.
(d) Each share of Common Stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.
(e) At the Effective Time, each of the then outstanding stock options, if any, to purchase Shares (each, a "Company Option") issued by the Selling Members Company -------------- pursuant to Verify, Verify shall allot and issue the Verify Shares to the Selling Members in the amount set out opposite each Selling Members' name in Schedule 1 on the basis of 88,000 Verify Shares for each 1% any stock option or similar plan of the Ukabobs Membership Interest held Company, and any non-plan options set forth in Section 5.6 of the Company Disclosure Statement issued by each Selling Member. The Selling Members acknowledge and agree that the Verify Shares are being issued Company pursuant to an exemption from the prospectus and registration requirements option agreement or otherwise, shall, by virtue of the Securities ActMerger, and without any further action on the part of any holder thereof, be assumed by Parent and converted into an option (a "Parent Option") to purchase ------------- that number of Parent Common Shares determined by multiplying the number of Shares subject to such Company Option at the Effective Time by the Exchange Ratio, at an exercise price per Parent Common Share equal to the exercise price per share of such Company Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded down to the nearest whole cent. As required by applicable securities lawIf the foregoing calculation results in an assumed Company Option being exercisable for a fraction of a Parent Common Share, then the Selling Members agree number of Parent Common Shares subject to abide by all applicable resale restrictions such option shall be rounded up to the nearest whole number of shares, with no cash being payable for such fractional share. The terms and hold periods imposed by all applicable securities legislationconditions of each Parent Option shall otherwise remain as set forth in the Company Option converted into such Parent Option. All certificates representing the Verify Shares issued on Closing will be endorsed The adjustment provided herein with one respect to any options which are "incentive stock options" (as defined in Section 422 of the following legend pursuant Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code.
(f) At the Effective Time, each of the then outstanding stock incentive rights to acquire Shares (each, a "Company Stock Incentive Right") held by any ----------------------------- Person as a result of the consummation of the transactions contemplated by the ACC Agreement shall, by virtue of the Merger, and without any further action on the part of any holder thereof, be assumed by Parent and converted into a right (a "Parent Stock ------------ Incentive Right") to acquire that number of Parent Common Shares determined by --------------- multiplying the number of Shares subject to such Company Stock Incentive Right at the Effective Time by the Exchange Ratio. If the foregoing calculation results in an assumed Company Stock Incentive Right providing the right to acquire a fraction of a Parent Common Share, then the number of Parent Common Shares subject to such right shall be rounded up to the Securities Act nearest whole number of shares, with no cash being payable for such fractional share. The terms and conditions of each Parent Stock Incentive Right shall otherwise remain as set forth in order the Company Stock Incentive Right converted into such Parent Stock Incentive Right.
(g) At the Effective Time, each of the then outstanding share units under the Company's 1996 Equity Incentive Plan (each, a "Company Stock Unit") shall, ------------------ by virtue of the Merger, and without any further action on the part of any holder thereof, be assumed by Parent and converted into a right (a "Parent Stock ------------ Unit") to reflect receive that number of Parent Common Shares determined by multiplying ---- the fact that number of Shares subject to such Company Stock Unit at the Verify Effective Time by the Exchange Ratio. If the foregoing calculation results in an assumed Company Stock Unit providing the right to acquire a fraction of a Parent Common Share, then the number of Parent Common Shares will subject to such right shall be issued rounded up to the Selling Members pursuant to an exemption from the registration requirements nearest whole number of the Securities Act: For Selling Members not resident shares, with no cash being payable for such fractional share. The terms and conditions of each Parent Stock Unit shall otherwise remain as set forth in the United States: Company Stock Unit converted into such Parent Stock Unit. The Company shall take all necessary action prior to the Effective Time to amend the Company's 1996 Equity Incentive Plan to permit the assumption and conversion described in this Section 4.1(g) and to provide that all determinations made by reference to Shares shall be made by reference to Parent Common Shares.
(h) The Company shall terminate the Company's 1997 Employee Stock Purchase Plan (the "THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREINCompany Stock Purchase Plan") PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTeffective as of no later than two --------------------------- business days prior to the Closing Date." For Selling Members resident in the United States: "NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."
Appears in 1 contract
Sources: Merger Agreement (Teleport Communications Group Inc)
Share Consideration. As partial consideration for the sale of the Ukabobs Membership Interest by the Selling Members to Verify, Verify shall allot and issue the Verify Shares to the Selling Members in the amount set out opposite each Selling Members' name in Schedule 1 on the basis of 88,000 Verify Shares for each 1% of the Ukabobs Membership Interest held by each Selling Member. The Selling Members acknowledge and agree that the Verify Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act. As required by applicable securities law, the Selling Members agree to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates (i) Certificates representing the Verify Shares issued on Closing will be endorsed with one of the following legend pursuant to the Securities Act in order to reflect the fact that the Verify Escrow Shares will be issued to the Selling Members pursuant to an exemption from the registration requirements of the Securities Act: For Selling Members not resident imprinted with a legend substantially in the United Statesfollowing form: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RECOUPMENT PROVISIONS SET FORTH IN THAT CERTAIN STOCK EXCHANGE AGREEMENT DATED AS OF FEBRUARY 15, 2000 AMONG THE ISSUER OF THIS CERTIFICATE AND CERTAIN OTHER PERSONS. THIS CERTIFICATE WAS ORIGINALLY ISSUED ON ____, 2000.
(ii) Certificates representing the Share Consideration, including the Escrow Shares, will be imprinted with a legend substantially in the following form: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACTAMENDED, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY PLEDGED OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE 1933 ACT, SUCH ACT OR PURSUANT TO RULE 144 OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER HEREOF AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT SUBJECT TO, REQUIRED. THE REGISTRATION REQUIREMENTS TRANSFER OF THE 1933 ACT SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THAT CERTAIN STOCK EXCHANGE AGREEMENT DATED AS OF FEBRUARY 15, 2000 AMONG THE ISSUER OF THIS CERTIFICATE AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSCERTAIN OTHER PERSONS. IN ADDITIONTHE ISSUER OF THIS CERTIFICATE WILL FURNISH A COPY OF THESE PROVISIONS TO THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST. Prior to the second anniversary of the Closing Date, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT." For Selling Members resident each Shareholder desiring to transfer any of the Share Consideration first must furnish Parent with (i) a written opinion reasonably satisfactory to Parent in form and substance from counsel reasonably satisfactory to Parent by reason of experience to the effect that the holder may transfer such shares as desired without registration under the Securities Act; (ii) a written undertaking executed by the desired transferee reasonably satisfactory to Parent in form and substance agreeing to be bound by the recoupment provisions, if applicable, and the restrictions on transfer contained herein, if applicable, and (iii) comply with any other applicable terms and conditions contained in the United States: "NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSInvestment Letter to which such Shareholder is a party. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTParent will cause the applicable legends to be removed from such certificates promptly following the termination of the restrictions referred to therein."
Appears in 1 contract
Share Consideration. As partial consideration for the sale (a) By reason of the Ukabobs Membership Interest by the Selling Members to Verify, Verify shall allot and issue the Verify Shares to the Selling Members in the amount set out opposite each Selling Members' name in Schedule 1 on the basis of 88,000 Verify Shares for each 1% of the Ukabobs Membership Interest held by each Selling Member. The Selling Members acknowledge and agree that the Verify Shares are being issued pursuant to an a specific exemption from the prospectus and registration requirements provisions of the Securities Act. As required by applicable securities law, the Selling Members agree Sellers understand that the Rumble Share Consideration has not been, and prior to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Verify Shares issued on Closing will be endorsed with one not be, registered under the Securities Act. The Sellers understand that the Rumble Share Consideration will consist of “restricted securities” under applicable U.S. federal and state securities Laws and that, pursuant to these Laws, the Sellers may dispose of the following legend pursuant to the Securities Act in order to reflect the fact that the Verify Shares will be issued to the Selling Members Rumble Share Consideration only pursuant to an effective registration statement with the Securities and Exchange Commission and in compliance with applicable requirements of state authorities, or an exemption from such registration and requirements. The Sellers acknowledge that Purchaser has no obligation to register or qualify the registration requirements of Rumble Share Consideration.
(b) Any certificate(s) representing the Securities Act: For Selling Members not resident Rumble Share Consideration will be imprinted, and any Rumble Share Consideration issued in non-certificated book-entry form will have a notation in Purchaser’s stock ledger and other appropriate books and records, with a legend in substantially the following form (in the United States: "case of Rumble Share Consideration issued in non-certificated book-entry form, reflecting conforming changes consistent with the non-certificated book-entry form): “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED BY THIS CERTIFICATE WERE ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 “ACT"”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY ASSIGNED, PLEDGED OR INDIRECTLY, OTHERWISE TRANSFERRED IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS ABSENCE OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTACT COVERING SUCH SALE, ASSIGNMENT OR PURSUANT TRANSFER OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO AN AVAILABLE EXEMPTION FROMTHE ISSUER, OR IN A TRANSACTION NOT SUBJECT TO, THE THAT REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTACT IS NOT REQUIRED." For Selling Members resident ”
(c) Notwithstanding anything to the contrary set forth in this Agreement, if, between the United States: "NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933date hereof and the earlier of the Closing and the termination of this Agreement in accordance with its terms, AS AMENDED the issued and outstanding Purchaser Common Shares or securities convertible or exchangeable into or exercisable for Purchaser Common Shares, as applicable, shall have been changed into a different number of shares or a different class (THE "1933 ACT")including by reason of any reclassification, OR ANY U.S. STATE SECURITIES LAWSrecapitalization, ANDstock split (including reverse stock split) or combination, UNLESS SO REGISTEREDexchange or readjustment of shares, MAY NOT BE OFFERED OR SOLDor stock dividend thereon with a record date during such period or otherwise, DIRECTLY OR INDIRECTLYthen the Rumble Share Consideration shall be appropriately adjusted; provided, IN THE UNITED STATES (AS DEFINED HEREINhowever, that nothing in this Section 2.4(c) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACTshall be construed to permit Purchaser or any other Person to take any action to the extent such action is limited or prohibited by the terms and conditions of this Agreement."
Appears in 1 contract
Share Consideration. As partial consideration for (a) The Share Consideration will be evidenced by direct book-entry registration only, without the sale issuance of certificates representing the Vireo Shares. Parent’s transfer agent shall document the terms, conditions and restrictions set forth in this Section 2.12.
(b) The Share Consideration (A) will not require registration under the Securities Act, in reliance upon the exemption from registration requirements of Section 5 of the Ukabobs Membership Interest by Securities Act as set forth in Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder, and such shares shall bear the Selling Members legend set forth in Section 2.12(c) below with respect to VerifyUnited States restrictions on transfer, Verify shall allot and issue the Verify Shares (B) will be distributed pursuant to the Selling Members in the amount set out opposite each Selling Members' name in Schedule 1 on the basis of 88,000 Verify Shares for each 1% of the Ukabobs Membership Interest held by each Selling Member. The Selling Members acknowledge and agree that the Verify Shares are being issued pursuant to an exemption from the prospectus requirement set out in Section 2.12 of National Instrument 45-106 – Prospectus Exemptions, subject to a restricted period on resale set out in National Instrument 45-102 – Resale of Securities and registration requirements the additional concurrent resale restriction imposed by the Exchange for a period of four (4) months, and such shares shall, until such time as the shares are not so restricted, bear a legend identical or similar in effect to the following legend with respect to Canadian restrictions on transfer: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE MSA DEPOSIT DATE].”
(c) The Share Consideration shall be characterized as “restricted securities” for purposes of Rule 144 under the Securities Act. As , and such Vireo Shares shall, until such time as the Vireo Shares are not so restricted under the Securities Act, bear a legend identical or similar in effect to the following legend (together with any legend required by applicable securities law, the Selling Members agree to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Verify Shares issued on Closing will be endorsed with one of the following legend pursuant Securities Laws to the Securities Act in order to reflect the fact that the Verify Shares will be issued extent such laws are applicable to the Selling Members pursuant to an exemption from the registration requirements of the Securities Act: For Selling Members not resident in the United States: "Share Consideration): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY AND WILL NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT." For Selling Members resident in the United States: "NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 “SECURITIES ACT"”), OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, ANDBY ACQUIRING THESE SECURITIES, UNLESS SO REGISTEREDAGREES FOR THE BENEFIT OF THE CORPORATION THAT THESE SECURITIES MAY BE OFFERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY PLEDGED, HYPOTHECATED OR INDIRECTLYOTHERWISE TRANSFERRED OR ENCUMBERED, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO ABSENT AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE CORPORATION UNDER THE 1933 SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR ONLY (A) OUTSIDE THE UNITED STATES IN A TRANSACTION NOT SUBJECT TO, COMPLIANCE WITH REGULATION S (“REGULATION S”) UNDER THE REGISTRATION REQUIREMENTS OF THE 1933 SECURITIES ACT AND IN EACH CASE ONLY COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (B) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. , OR (C) IN ADDITION, HEDGING TRANSACTIONS INVOLVING ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES MAY ACT OR ANY APPLICABLE STATE SECURITIES LAWS; PROVIDED THAT (X) IN THE CASE OF TRANSFERS PURSUANT TO CLAUSE (B) ABOVE, A LEGAL OPINION MUST FIRST BE PROVIDED TO THE CORPORATION AND ITS TRANSFER AGENT STATING THAT SUCH TRANSACTION DOES NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S REQUIRE REGISTRATION UNDER THE 1933 ACTSECURITIES ACT OR SUCH OTHER APPLICABLE LAWS AND (Y) IN THE CASE OF TRANSFERS PURSUANT TO CLAUSE (C) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE CORPORATION AND ITS TRANSFER AGENT STATING THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS."”
(d) Agent consents (A) to the disclosure of certain information regarding it and the transactions contemplated by this Agreement to the Exchange, the Canadian Securities Regulators, the SEC, and any applicable United States state securities administrators, including as required to be included in applicable Exchange issuance forms and as required by applicable Securities Laws, including pursuant to the filing of an exempt distribution report, and as may be required by the Securities Laws in any filing with the SEC, the Exchange, the Canadian Securities Regulators, or other applicable securities regulators; and (B) to the collection, use and disclosure of its information by the Exchange, the SEC, applicable United States state securities administrators, the Canadian Securities Regulators, or other applicable securities regulators or as otherwise identified by the Exchange, the SEC, applicable United States state securities administrators, the Canadian Securities Regulators, or other applicable securities regulators, from time to time.
(e) Agent authorizes the indirect collection of Personal Information (as that term is defined under applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time and the policies of the Exchange) by the securities regulatory authority or regulator under the authority granted in the applicable Securities Laws for the purposes of the administration and enforcement of the securities legislation and confirms that Agent has been notified by Buyer or Parent that:
(i) Buyer or Parent will be delivering the Personal Information, including information pertaining to Agent to be set out in Schedule 1 or 2 of the Form 45-106F1 – Report of Exempt Distribution (“R▇▇▇”), to the applicable securities regulatory authority or regulator;
(ii) such Personal Information is being collected indirectly by the securities regulatory authority or regulator under the authority granted to it in applicable Securities Laws;
(iii) such Personal Information is being collected for the purpose of the administration and enforcement of applicable Securities Laws of the local jurisdiction; and
(iv) the title, business address and business telephone number of the public official in the local jurisdiction where the R▇▇▇ is filed who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information is set out in Exhibit E attached hereto.
(f) Following the Closing, with respect to the distribution of any portion of the Closing Share Consideration, as permitted under Applicable Law and in accordance with the terms of this Agreement and the Shares Escrow Agreement, the Parties agree any proposed holder of such distributed Closing Share Consideration (each a “Subscriber”) shall make the representations and warranties set forth on Exhibit F to Parent and Buyer prior to any such distribution.
Appears in 1 contract