U.S. Legend Clause Samples
POPULAR SAMPLE Copied 2 times
U.S. Legend. (1) The Debentures and the Common Shares issuable upon conversion thereof (collectively, the “Securities”) have not been and will not be registered under the 1933 Act or state securities laws. Subject to Section 2.15(3), all Initial Debentures originally issued and sold to U.S. Purchasers in reliance on exemptions from registration under the 1933 Act, as well as the Common Shares issuable upon conversion, redemption or maturity thereof, shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act, and may be issued in certificated form, and, until such time as the same is no longer required under applicable requirements of the 1933 Act or state securities laws, shall bear the following legend (the “U.S. Legend”): THE SECURITIES REPRESENTED HEREBY [for Debentures add: AND THE SECURITIES ISSUABLE UPON CONVERSION 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 LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS INC. (THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF (C)(i) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND [for Debentures add: THE TRUSTEE] [for Common Shares issuable upon conversion add: TRANSFER AGENT] TO SUCH EFFECT. [For Common Shares issuable upon conversion add: 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.] provided that if the Debentures or Common Shares are being sold in compliance with the requireme...
U.S. Legend. The Lender acknowledges and agrees that all certificates representing the Securities will be endorsed with a restrictive legend substantially similar to the following in accordance with the Securities Act or such similar or other legends as deemed advisable by the lawyers for the Company to ensure compliance with the Securities Act and any other applicable laws or regulations:
U.S. Legend. (a) The Debentures and the Conversion Shares issuable upon conversion thereof (including any Common Shares issued for any interest payable on the Debentures) have not been and will not be registered under the U.S. Securities Act or any state securities laws. To the extent that Debentures are issued to U.S. Purchasers, such Debentures and all Conversion Shares issuable on conversion thereof (together, the "Legended Securities") shall bear the following legend (the "U.S. Legend") until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or state securities laws: provided, that if such Legended Securities are being transferred in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and subject to the expiry of any hold or restricted period under Canadian securities laws, the above legend may be removed or such securities transferred to an unrestricted CUSIP by providing a declaration to the transfer agent for the applicable securities to the following effect (or as the Company may prescribe from time to time) (together with any other evidence required by the transfer agent for the applicable securities, which may, without limitation, include an opinion of counsel of recognized standing reasonably satisfactory to the Company, to the effect that such legend is no longer required under the applicable requirements of the U.S. Securities Act): "The undersigned (a) acknowledges that the sale of ________________________ of i-80 Gold Corp. (the "Corporation") to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (b) certifies that (1) the undersigned is not an "affiliate" (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation (other than an officer or director of the Corporation who is an affiliate solely by virtue of holding such position), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the seller nor any person acting on its behalf knows that the transaction has...
U.S. Legend. The Subscriber hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form:
U.S. Legend. The Inventor acknowledges and agrees that all certificates representing the Released Shares will be endorsed with a restrictive legend substantially similar to the following in accordance with the Securities Act or such similar or other legends as deemed advisable by the lawyers for the Company to ensure compliance with the Securities Act and any other applicable laws or regulations:
U.S. Legend. Any and all common shares issued pursuant to this Agreement shall further bear the following U.S. Legend. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
U.S. Legend. The Buyer understands that the certificates or other instruments representing the Securities shall bear a legend set forth below: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED STATES ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND, IF REQUESTED BY CARDIOME PHARMA CORP. (“CARDIOME”), UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CARDIOME THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE 1933 ACT. BY PURCHASING THESE SECURITIES, THE HOLDER AGREES FOR THE BENEFIT OF CARDIOME THAT IT WILL COMPLY WITH THESE RESALE RESTRICTIONS. The legend set forth above shall be removed and the Company shall issue certificates representing such securities without such legend to the holder of the Securities upon which it is stamped, if, unless otherwise required by state securities laws, (A) such Securities are registered for resale under the 1933 Act, (B) in connection with a sale, assignment or other transfer, such holder provides the Company with reasonable assurance that the sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act, (C) if the Company is a “foreign issuer,” within the meaning of Regulation S under the 1933 Act and the Securities are being sold pursuant to Regulation S, such legend may be removed by providing a declaration to the Company that such shares may be sold pursuant to Regulation S or (D) such holder provides the Company with reasonable assurance that the Securities can be sold, assigned or transferred without volume limitations or manner of sale restrictions pursuant to Rule 144 or have been sold in accordance with Rule 144.
U.S. Legend. The Trustee acknowledges that the Debentures have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold within the United States, except that the Debentures may be offered or sold to Qualified Institutional Buyers pursuant to Rule 144A under the U.S. Securities Act. Each Debenture issued to a U.S. Person pursuant to an exemption from the registration requirements of the U.S. Securities Act, and all Debentures issued in exchange or transfer therefor, shall bear the legend set forth on Schedule B in boldface print on the face of such certificate.
U.S. Legend. Certificates representing Subordinate Voting Shares delivered upon conversion of Debentures bearing the legend set forth in Subsection 2.3(4) shall also bear such legend.
U.S. Legend. The Initial Debentures have not been and will not be registered under the 1933 Act and may not be offered or sold within the United States, except pursuant to an exemption from the registration requirements of the 1933 Act and all applicable state securities laws. The REIT shall direct the Debenture Trustee prior to the initial closing as to the legends which are to appear on certificates and thereafter upon transfer, exchange or otherwise the REIT shall direct the Debenture Trustee in writing setting out the legends to be placed on specific certificates. The Debenture Trustee will thereafter maintain a list of all registered holders from time to time of legended Debentures. Notwithstanding anything to the contrary contained herein, all Debentures that are required to bear a legend pursuant to this Section 2.14 shall be issued as Fully Registered Debentures that are represented by definitive certificates issued and delivered to the purchasers thereof.