U.S. Registration Exemption. The Subscriber represents and warrants that the Subscriber either:
U.S. Registration Exemption. (All Subscribers). Unless the Subscriber has completed and executed the Certification of U.S. Purchaser attached hereto as Schedule C, the Subscriber represents and warrants that the Subscriber:
U.S. Registration Exemption. The New Gold Common Shares to be issued to holders of Western Common Shares or Qualified Holdco Shareholders in connection with the Arrangement and the issuance of the New Gold Replacement Options and the New Gold Replacement Warrants, if any, to be issued in connection with the Arrangement shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof, and in compliance with all applicable U.S. state securities Laws and will not be subject to any statutory hold or restricted period under the 1933 Act or under any blue sky or state securities Laws, subject to restrictions applicable to affiliates (as defined in Rule 405 under the 0000 Xxx) of New Gold following the Effective Date.
U.S. Registration Exemption. The issuance of New Gold Common Shares, options, warrants and other securities to the holders of the Peak Common Shares and Metallica Common Shares, or any Peak or Metallica options, warrants and other securities, respectively, pursuant to the Arrangements shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof, and in compliance with all applicable U.S. state securities laws.
U.S. Registration Exemption. The Denison New Common Shares, the interests in the EFI Note and the EFI Payment Shares shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof and shall otherwise be in compliance with all U.S. Securities Laws.
U.S. Registration Exemption. Royal Gold represents and warrants that Royal Gold has completed and executed the Certification of Purchaser attached hereto as Schedule B and hereby confirms the truth and accuracy of all statements made therein by the Subscriber and that such statements will be true and accurate on the Closing Date.
U.S. Registration Exemption. Under the Plan of Arrangement (i) the issuance of the Excellon Shares as Share Consideration to Xxxx Shareholders in exchange for Xxxx Xxxxxx shall qualify in the United States for the Section 3(a)(10) Exemption and for exemptions under applicable state securities Laws (except for those states requiring a filing), and (ii) the Final Order will serve as a basis of a claim to the Section 3(a)(10) Exemption;
U.S. Registration Exemption. The issuance of the Resulting Issuer Common Shares and Resulting Issuer Warrants issuable pursuant to the Merger shall be exempt or excluded from registration requirements under the U.S. Securities Act, and the registration and qualification requirements of all Applicable Securities Law. It is anticipated that BC Co will rely on Rule 506(b) of Regulation D and Rule 903 of Regulation S, as applicable, in connection with the offer and sale of the Resulting Issuer Common Shares and Resulting Issuer Warrants. The Company hereby agrees that it will cooperate with BC Co in the preparation of a private placement memorandum containing the information prescribed by Rule 502(b) of Regulation D, if applicable.
U.S. Registration Exemption. Under the Plan of Arrangement (i) the issuance of the Numinus Shares as Share Consideration to Novamind Securityholders in exchange for Novamind Shares shall qualify in the United States for the Section 3(a)(10) Exemption and for exemptions under applicable state securities Laws, and (ii) the Final Order will serve as a basis of a claim to the Section 3(a)(10) Exemption; provided, however, that Novamind shall not be entitled to rely on the provisions of this Section (f) in failing to complete the transactions contemplated by this Agreement in the event that Novamind fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the foregoing exemptions, that Numinus will rely on the foregoing exemptions based on the Court’s approval of the Arrangement.
U.S. Registration Exemption. The EFI Common Shares to be issued to holders of Titan Common Shares in connection with the Arrangement shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof, will not be subject to registration under state “blue sky” or securities laws and will otherwise be in compliance with all U.S. Securities Laws.
