THESE SECURITIES. HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."
THESE SECURITIES. WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN 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 ACCORDANCE WITH THE 1933 ACT. “UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” and a Canadian legend in substantially the following form (the “Canadian Legend”): “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING.” DATED as of the date first above written in these Terms and Conditions. ARGENTEX MINING CORPORATION Per: Xxx Xxxxx, President APPENDIX “B” SUBSCRIPTION FORM (ONE NON-TRANSFERABLE SHARE PURCHASE WARRANT IS REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE) TO: ARGENTEX MINING CORPORATION 602 – 0000 Xxxx Xxxxxx Xxxxxx Vancouver, BC V6E 2S1 The undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________ of the common shares of Argentex Mining Corporation (the “Company”) referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of U.S. $0.65 per share if exercised on or before 4:30 p.m., Pacific Time, on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share Purchase Warrant). Cash, a certified cheque, bank draft or money order is enclosed herewith for such amount. The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows: Name(s) in Full Address(es) Number of Shares (Please print full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss. The share must be issued in the name of the Hold...
THESE SECURITIES. ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE SECURITIES ACT")) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT."
Examples of THESE SECURITIES in a sentence
THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SECURITIES.
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
More Definitions of THESE SECURITIES
THESE SECURITIES. WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN 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 ACCORDANCE WITH THE 1933 ACT. “UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”
THESE SECURITIES. HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"). THESE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED, RESOLD, TRANSFERRED OR SOLD TO ANY U.S. PERSON AS DEFINED BY RULE 902(k) OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT AFTER 1 YEAR FROM THE DATE OF ISSUANCE EXCEPT PURSUANT TO A REGISTRATION OR EXEMPTION THEREFROM; HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED."
THESE SECURITIES. HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION TO SUCH ACT."
THESE SECURITIES. HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN SOLD PURSUANT TO SECTION 4(2) AN EXEMPTION FROM REGISTRATION PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"). THESE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED, RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM; HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED."
THESE SECURITIES. (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
THESE SECURITIES. ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND ENRON VENTURES CORP., AS AMENDED, A COPY OF WHICH IS AVAILABLE FROM THE SECRETARY OF THE COMPANY." Further, the Company hereby acknowledges and agrees that, pursuant to the filing of the Company's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on or about December 14, 2000, the Shares have been converted into 1,342,889 shares of the Company's Common Stock and that no further action on the part of JSB or EVC is required to affect such conversion.
THESE SECURITIES. ARE THE SAME AS THE EXISTING PUBLICLY TRADED ISSUE, WHICH INDENTURE PROVIDES FOR THE ABILITY TO ADD UP TO $100 MILLION OF ADDITIONAL SECURITIES - THIS TERM SHEET IS QUALIFIED IN ITS ENTIRETY BY THE DESCRIPTION OF THE NOTES IN AMCE'S SEC FILINGS, WHICH ARE INCORPORATED BY REFERENCE December 6, 2001 ================================================================================ EXHIBIT A - IDENTIFIED LEASES UNIT # THEATRE NAME ------ ------------ 410 Pga 414 Gwinnett Place 421 Westdale 449 Galleria 400 Xxxxxx Xxxxx 000 Xxxxx Xxxxxe 474 Central Park 000 Xxxxxxxnd 000 Xxxxxxxxx 400 Xxxxxxxx Xxxxxx 000 Xxxxx Xxxx 000 Xxxxxxy 000 Xxxxxxxxx 507 Janaf 514 Lakeside (2 Units) 662 Wyoming Valley 691 Columbia City 704 Lakehurst 000 Xxxxxxx 000 Xxxxxxxxx 804 Xxxxxxxxxx Xxxx 000 Xxxx Xxmmons 000 Xxxxard Paxx 000 Xxxxxx Mall 000 Xxxxxxxx (0 Xxxxx) 000 Xxnes Maxx 000 Xxxxxxx Valley 846 Lafayette Sq 000 Xxxxxxxxx Walk 861 San Mateo 000 Xxxxx Xxrings 0 000 Xxxxxx Park 876 Columbia Maxx 000 Chestefield 883 Westland 000 Xxxxxxxx 888 Xxxxxxxxx Xxxx 000 Xxxxxxx Xown Sq 892 Eastland 000 Xxxx Xx Memphix 000 Xxxxxxxxds Easx 000 Xxxxxxx Xxxxx 0 000 Xsplanade Mall THIS LISTING OF XXX XXXXXXXXXX XXXXXS IS FOR XXXXXXXX XX XXXXXXXX POTENTIAL CLAIMS UNDER THIS TERM SHEET ONLY AND DOES NOT CREATE ANY RIGHTS IN ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY LESSORS UNDER THE IDENTIFIED LEASES December 6, 2001 ================================================================================ EXHIBIT A - IDENTIFIED LEASES 912 Highland 10 915 Pembroke 918 Gateway Center 921 Mission Bay 923 Hairston 000 Xxxxxxxxx 0 000 Xxxxxxxxxx 930 Plxxxxxx Xalley 934 Great Hills 930 Xxxxxonte 8 000 Xxxxxx Xxll 000 Xxxx Xxxx 000 Xxxxxx Xxnema 000 Xxxxxxx Xquare 950 Xxxxet 7 955 Pittsford XXXX XXXXXXX XF THE IDENTIFIED LEASES IS FOR PURPOSES OF DEFINING POTENTIAL CLAIMS UNDER THIS TERM SHEET ONLY AND DOES NOT CREATE ANY RIGHTS IN ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY LESSORS UNDER THE IDENTIFIED LEASES December 6, 2001 ================================================================================ EXHIBIT B - LETTER OF INTENT