Common use of United States Legends Clause in Contracts

United States Legends. In addition to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued to a U.S. Subscription Receiptholder, as well as all certificates issued in exchange for or in substitution of such certificates representing Subscription Receipts, shall bear the following additional legend: "THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF 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. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR SUCH OTHER EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE."

United States Legends. In addition to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued to a U.S. Subscription Receiptholder, as well as all certificates issued in exchange for or in substitution of such certificates representing Subscription Receipts, shall bear the following additional legend: "“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE DELIVERABLE UPON CONVERSION HEREOF THEREOF 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 STATESSECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE ISSUER; CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; , (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION (1) RULE 144A UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDERACT, IF AVAILABLE, AND OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; , OR (D) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND OR ANY APPLICABLE STATE SECURITIES LAWSLAWS OF THE UNITED STATES, ANDAFTER THE HOLDER HAS, IN THE CASE OF PARAGRAPH (CC)(2) OR (D)) ABOVE, THE SELLER FURNISHES FURNISHED TO THE ISSUER CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR SUCH OTHER EVIDENCE OF EXEMPTION, IN FORM AND SUBSTANCE EITHER CASE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGECORPORATION."”

United States Legends. In addition to the legend set forth in Section 2.3(c2.4(d), Subscription Receipt certificates representing Subscription Receipts originally issued to a U.S. Subscription Receiptholder, as well as all certificates issued in exchange for or in substitution of such certificates representing Subscription Receipts, shall bear the following additional legend: "“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE DELIVERABLE UPON CONVERSION HEREOF THEREOF 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 STATESSECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF PLANT VEDA FOODS LTD. (THE ISSUER “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS; , (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY PURSUANT TO RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; LAWS OF THE UNITED STATES, OR (D) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND OR ANY APPLICABLE STATE SECURITIES LAWSLAWS OF THE UNITED STATES, ANDAFTER THE HOLDER HAS, IN THE CASE OF PARAGRAPH (C) OR (D)) ABOVE, THE SELLER FURNISHES FURNISHED TO THE ISSUER CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR SUCH OTHER EVIDENCE OF EXEMPTION, IN FORM AND SUBSTANCE EITHER CASE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGECORPORATION."”

United States Legends. In addition to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued to a U.S. Subscription ReceiptholderPurchasers pursuant to Section 4(a)(2) of the U.S. Securities Act, as well as all certificates issued in exchange for or in substitution of such certificates representing such Subscription Receipts, shall bear the following additional legend: "THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT")) OR ANY STATE SECURITIES LAWS, OR AND THE SECURITIES LAWS OF ANY STATE OF REPRESENTED HEREBY AND THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; , (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, OR (D) IN ACCORDANCE COMPLIANCE WITH THE AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR . THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D) IN ), THE CORPORATION WILL REQUIRE A TRANSACTION LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE CORPORATION THAT DOES NOT REQUIRE SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR SUCH OTHER EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO SUCH EFFECT. THE PRESENCE DELIVERY OF THIS LEGEND CERTIFICATE MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "NOT CONSTITUTE 'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA." OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGEprovided, that if any of such Subscription Receipts are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, the legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Corporation and to the Corporation, in substantially the form set forth as Schedule “C” hereto (or in such other form as the Corporation may prescribe from time to time) and, if requested by the Corporation or the registrar and transfer agent, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the registrar and transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; provided further, that if any of such Subscription Receipts are being sold pursuant to Rule 144 under the U.S. Securities Act and in compliance with any applicable state securities laws, the legend may be removed by delivery to the Corporation's registrar and transfer agent of an opinion reasonably satisfactory to the Corporation and its registrar and transfer agent to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws."

United States Legends. In addition to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued pursuant to a Section 4(a)(2) of the U.S. Subscription ReceiptholderSecurities Act and/or Regulation D thereunder, as well as all certificates issued in exchange for or in substitution of such certificates representing Subscription Receipts, shall bear the following additional legend: "“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE DELIVERABLE UPON CONVERSION HEREOF THEREOF 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 STATESSECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FABLED COPPER CORP. (THE ISSUER “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS; , (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY PURSUANT TO RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; LAWS OF THE UNITED STATES, OR (D) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND OR ANY APPLICABLE STATE SECURITIES LAWSLAWS OF THE UNITED STATES, ANDAFTER THE HOLDER HAS, IN THE CASE OF PARAGRAPH (C) OR (D)) ABOVE, THE SELLER FURNISHES FURNISHED TO THE ISSUER CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR SUCH OTHER EVIDENCE OF EXEMPTION, IN FORM AND SUBSTANCE EITHER CASE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGECORPORATION."”

United States Legends. In addition to the legend set forth in Section 2.3(c), certificates representing Subscription Receipts originally issued pursuant to a Section 4(a)(2) of the U.S. Subscription ReceiptholderSecurities Act and/or Regulation D thereunder, as well as all certificates issued in exchange for or in substitution of such certificates representing Subscription Receipts, shall bear the following additional legend: "“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE DELIVERABLE UPON CONVERSION HEREOF THEREOF 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 STATESSECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF MERUS LABS INTERNATIONAL INC. (THE ISSUER “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS; , (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY PURSUANT TO RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; LAWS OF THE UNITED STATES, OR (D) IN A ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND OR ANY APPLICABLE STATE SECURITIES LAWSLAWS OF THE UNITED STATES, ANDAFTER THE HOLDER HAS, IN THE CASE OF PARAGRAPH (C) OR (D)) ABOVE, THE SELLER FURNISHES FURNISHED TO THE ISSUER CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR SUCH OTHER EVIDENCE OF EXEMPTION, IN FORM AND SUBSTANCE EITHER CASE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECTCORPORATION. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY MAY NOT BE EXERCISED BY OR ON BEHALF OF A CANADIAN STOCK EXCHANGE"U.S. PERSON" OR A PERSON IN THE UNITED STATES UNLESS THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT."” provided that, if any Subscription Receipts are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S at a time when the Corporation is not subject to Rule 905 of Regulation S, the legends set forth above may be removed by providing an executed declaration to the Corporation, and to the Corporation’s registrar and transfer agent for Subscription Receipts, as the case may be, in substantially the form set forth as Schedule “C” with such changes as are appropriate to reflect the nature of the securities being sold (or as the Corporation may prescribe from time to time) and, with respect to Subscription Receipts, a broker’s affirmation in customary form, and, if requested by the Corporation or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Subscription Receipts are being sold otherwise than in accordance with Regulation S and other than to the Corporation, the legend may be removed by delivery to the Corporation and transfer agent an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and the transfer agent that such legend is no longer required under applicable requirements of the U.S. Securities Act.

United States Legends. In addition to the legend set forth in Section 2.3(c), certificates representing each Subscription Receipts originally Receipt Certificate issued to a U.S. Purchaser, and each Subscription Receiptholder, as well as all certificates Receipt Certificate issued in exchange for therefor or in substitution of such certificates representing Subscription Receiptsthereof, for so long as required by the U.S. Securities Act or applicable state securities laws, shall bear the following additional legend: "“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION ON EXERCISE HEREOF 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. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF HELLO PAL INTERNATIONAL INC. (THE ISSUER “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE ISSUER; CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; , IF AVAILABLE, (C) IN ACCORDANCE WITH PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, AND OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; LAWS OF THE UNITED STATES, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND OR ANY APPLICABLE STATE SECURITIES LAWS, AND, LAWS AND IN THE CASE OF PARAGRAPH (CC)(1) OR AND (D)) ABOVE, IF REQUIRED OR OTHERWISE REQUESTED BY THE CORPORATION, THE SELLER FURNISHES TO THE ISSUER CORPORATION AND COMPUTERSHARE TRUST COMPANY OF CANADA AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR SUCH OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER CORPORATION AND COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH EFFECTTRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE PRESENCE DELIVERY OF THIS LEGEND CERTIFICATE MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "NOT CONSTITUTE “GOOD DELIVERY" ” IN SETTLEMENT OF THE SECURITIES REPRESENTED HEREBY TRANSACTION ON A CANADIAN STOCK EXCHANGEEXCHANGES IN CANADA."” The Subscription Receipts, the Underlying Shares and Underlying Warrants issuable pursuant to the Subscription Receipts and the Underlying Warrant Shares issuable upon exercise of the Underlying Warrants have not been and will not be registered under the U.S. Securities Act or under applicable state securities laws.