U.S. Matters Clause Samples

U.S. Matters. Augusta agrees, unless it obtains, prior written consent of each Underwriter, and each Underwriter, severally and not jointly, covenants and agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make an offer relating to the Shares that would constitute an “issuer free writing prospectus” as defined under Rule 433 under the U.S. Securities Act, or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the SEC or retained by the Company under Rule 433 under the U.S. Securities Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule A hereto. Any such free Writing Prospectus consented to by the Underwriters or Augusta is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (A) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (B) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the U.S. Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.

U.S. Matters. (a) Each of Red Gaming Limited and Cyberview Czech is treated as a controlled foreign corporation as defined under section 957 of the Code and the regulations thereunder. Other than the Company and Barcrest Group Technology Limited, no Group Company has an election in effect for purposes of section 7701 of the Code, and the regulations thereunder, to be treated as something other than a corporation for US federal income tax purposes. (b) No Group Company has an account for the purposes of section 952(c) of the Code, and the regulations thereunder.

U.S. Matters. (i) Inner Spirit is not a "U.S. Person" (as that term is defined by Regulation S under the U.S. Securities Act). (ii) The offer to purchase the Inner Spirit Shares was not made to, or to an authorized representative of, Inner Spirit in the United States, and this Agreement has not been executed on behalf of Inner Spirit by any Person in the United States.

U.S. Matters. The Subscriber:

U.S. Matters. The Silvermex Common Shares are not registered under Section 12 of, and Silvermex is not required to file reports pursuant to Sections 13(a) or 15(d) of, the United States Securities Exchange Act of 1934, as amended.

U.S. Matters. The Subscriber: (a) No U.S. Registration. The Subscriber is aware that the Flow-Through Shares have not been registered and will not be registered under the U.S. Securities Act or the securities laws of any state and that these securities may not be offered or sold in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration;

U.S. Matters it is aware that the Units have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or the securities laws of any state of the United States and may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act or compliance with requirements of an exemption from registration and the applicable laws of all applicable states or an exemption from such registration requirements is available and it acknowledges that the Funds have no present intention of filing a registration statement under the U.S. Securities Act in respect of any Units;

U.S. Matters. (a) Without the prior written consent of the Company, it has not distributed and will not distribute any Free Writing Prospectus in a manner reasonably designed to lead to its broad unrestricted dissemination; (b) Without the prior written consent of the Company, it has not used and will not use any Free Writing Prospectus that contains the final terms of the Offering unless such terms have previously been or will be included in a Free Writing Prospectus filed with the SEC; and (c) It will, pursuant to reasonable procedures developed in good faith, retain copies of, and comply with any legending requirements applicable to, each Free Writing Prospectus used or referred to by it, in accordance with the U.S. Securities Act.

U.S. Matters. Each Obligor shall: (a) comply in all material respects with the applicable provisions of ERISA and the Code; (b) ensure that neither it nor any of its ERISA Affiliates shall engage in a complete or partial withdrawal, within the meaning of Sections 4203 and 4205 of ERISA, from any Multiemployer Plan without the prior written consent of the Lender unless such withdrawal could not reasonably by expected to have a Material Adverse Effect; and (c) use the proceeds of, or made available by virtue of, the Facilities without violating any of Regulations U, T and X or any applicable US federal or state laws and regulations.