U.S. Securities Clause Samples

U.S. Securities. The Securities delivered, contained and maintained in the Securities Accounts shall be Securities that are primarily cleared and settled within the United States.

U.S. Securities. If the Borrower in respect of any Loan of U.S. Securities effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan to Bank for the Account when due thereunder, which is the date an Event of Default shall have occurred under the applicable MSLA (the “Return Date”), then Bank shall, at its expense, but subject to Sections 7(c)(iii) and 7(d) hereof, deposit replacement Securities of the same issue, type, class and series to the Account, as soon as practicable. If Bank is unable to obtain replacement Securities, Bank shall, at its expense, but subject to Sections 7(c)(iii) and 7(d) hereof, credit the Account in Dollars with the Market Value of such Securities on Loan on the credit date.

U.S. Securities. If the Borrower in respect of any Loan of U.S. Securities effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan to Bank for the Account when due thereunder, which is the date an Event of Default shall have occurred under the applicable MSLA (the “Return Date”), then as soon as practicable on or after the Return Date, Bank shall notify Lender accordingly, and at Bank’s expense, subject to Sections 7(c)(iii) and 7(d) hereof, make best reasonable efforts to purchase Replacement Securities of the same issue, type, class and series to the Account with a market value as of the date they are credited to Lender’s Account (the “Credit Date”) within five Business Days of the Return Date or such other period as Bank and Lender may agree (the “Replacement Period”) and deposit such Replacement Securities to Lender’s Account as soon as practicable thereafter. In the event that Bank is unable to purchase Replacement Securities during the Replacement Period and deposit such Replacement Securities to Lender’s Account as soon as practicable thereafter, Bank shall notify the Lender accordingly in writing at the expiration of the Replacement Period, and, at Bank’s expense but subject to Sections 7(c)(iii) and 7(d) hereof, either (A) Lender shall purchase Replacement Securities for Lender’s Account as soon as such purchase is practicable (but in no event later than five Business Days after the expiration of the Replacement Period or such other period as Bank and Lender may agree) (“Lender’s Replacement Period”) or (B) if Lender concludes that a purchase of Replacement Securities is not in the best interests of Lender’s shareholders or if Lender’s Replacement Period has expired, then Lender shall instruct Bank to credit Lender’s Account with an amount in Dollars equal to the Market Value of the Replacement Securitieson the Credit Date (including, without limitation, brokerage expenses, transaction-related expenses, any fines, penalties or other expenses borne by Lender for Borrower’s failure to return Replacement Securities on the Return Date, and, (1) in the case of debt Securities, accrued interest up to and including the Credit Date and (2) in the case of equity Securities, the amount of any dividends or other payments up to and including the Credit Date).

U.S. Securities. The Vendor understands that the Common Shares 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. In connection with the Transaction and the issuance of the Common Shares, the Vendor acknowledges, represents and warrants as follows: (i) the Vendor was not offered the Common Shares while in the United States; (ii) the Vendor was (or if the Vendor is not an individual, the individual or individuals that acted on behalf of the Vendor were) outside the United States when the decision to acquire the Common Shares was made; (iii) neither this Agreement nor other document relating to the acquisition or purchase of the Common Shares was received by Vendor (or if the Vendor is not an individual, the individual or individuals that acted on behalf of the Vendor) in the United States, nor was this Agreement or any other document relating to the acquisition or purchase of the Common Shares executed or delivered by the Vendor in the United States; and (iv) neither the structure of the transaction nor any transactions and activities contemplated in connection with the acquisition of the Common Shares comprise a scheme to avoid the registration requirements of the U.S. Securities Act, and the Vendor hereby undertakes to execute and deliver all such further documentation as may be required to give effect to the matters contemplated herein.

U.S. Securities. The Vendor understands that the Common Shares 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. In connection with the Transaction and the issuance of the Consideration Shares, the Vendor hereby acknowledges, represents and warrants as follows: (i) the Vendor was not offered the Common Shares while in the United States; (ii) the Vendor was outside the United States when the decision to acquire the Common Shares was made; (iii) neither this Agreement nor other document relating to the acquisition or purchase of the Common Shares was received by Vendor in the United States, nor was this Agreement or any other document relating to the acquisition or purchase of the Common Shares executed or delivered by Holder in the United States; and (iv) neither the structure of the Transaction nor any transactions and activities contemplated in connection with the acquisition of the Common Shares comprise a scheme to avoid the registration requirements of the U.S. Securities Act. and the Vendor hereby undertakes to execute and deliver all such further documentation as may be required to give effect to the matters contemplated in this subsection 3(s).

U.S. Securities. The Company shall provide written notice to Lenders at least thirty (30) days prior to the registration of any securities with the U.S. Securities and Exchange Commission and any other securities commission other than the CSE.

U.S. Securities. The Bank shall hold and physically segregate for the account of each Fund all Securities held by the Bank in the United States, including all domestic Securities of the Fund, other than (a) Securities maintained in a Securities Depository and (b) Underlying Shares maintained pursuant to Section 8(C)(vii) in an account of the Fund’s transfer agent.

U.S. Securities. The Vendor will comply with US securities laws and SEC regulations and filing requirements on any required beneficial ownership reports under Section 13 of the Exchange Act, and the rules and regulations promulgated thereunder.