Prohibition on Exercise by U Sample Clauses
The "Prohibition on Exercise by U" clause serves to restrict a party, identified as U, from exercising certain rights or options under the agreement. In practice, this means that U is not permitted to take specific actions, such as exercising a contractual option, right of first refusal, or other privileges that might otherwise be available. This clause is typically used to prevent U from triggering events or changes that could affect the balance of rights or obligations between the parties, thereby ensuring control and predictability for the other party or parties involved.
Prohibition on Exercise by U. S. Persons; Legended Certificates
(a) Subject to Section 3.3(b) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States.
(b) Notwithstanding Section 3.3(a), Warrants which bear the legend set forth in Section 2.8(b) may be exercised in the United States or by or on behalf of a U.S. Person, and Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that (a) the person exercising the Warrants (i) is an original U.S. Purchaser who purchased the Warrants directly from the Corporation (ii) is an institutional “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D or is a “qualified purchaser” as defined in Section 2(a)(51) of the U.S. Investment Company Act and (b) delivers a completed and executed U.S. Purchaser Letter or provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion which confirms that issuance of shares is in compliance with the applicable state laws and the U.S. Securities Act; provided however that in the case of a Warrantholder that is the original purchaser of the Warrants and who delivered the U.S. Accredited Investor Certificate attached to the subscription agreement of the Corporation in connection with its purchase of Units pursuant to the private placement under which the Warrants were issued, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. Accredited Investor Certificate remain true and correct and the Warrantholder represents to the Corporation as such.
(c) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in 2.8(b) and which are issued and delivered pursuant to Section 3.3(b) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO MGX MINERALS INC. (THE “CORPORATION”) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WI...
Prohibition on Exercise by U. S. Persons; Legended Certificates
(1) Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States.
(2) Notwithstanding Section 3.3(1), Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States or by or on behalf of a U.S. Person, and Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that (a) the Person exercising the Warrants is an institutional “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D or is a “qualified purchaser” as defined in Section 2(a)(51) of the U.S. Investment Company Act and (b) delivers a completed and executed U.S. Purchaser Letter or provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion which confirms that issuance of shares is in compliance with the applicable state laws and the U.S. Securities Act.
(3) Certificates representing Common Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) and which are issued and delivered pursuant to Section 3.3(2) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO REVIVE THERAPEUTICS LTD. (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 LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY ...
Prohibition on Exercise by U. S. Persons; Exceptions, of the Indenture is hereby deleted in its entirety.
Prohibition on Exercise by U. S. Persons; Legended Certificates;
Prohibition on Exercise by U. S. Persons; Legended Certificates
(1) Subject to Section 3.3(2), Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless (a) an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company to such effect; or (b) in the case of an Original QIB Purchaser, the representations, warranties and covenants made by the Original QIB Purchaser in the QIB Letter remain true and correct at the time of exercise. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in such Warrantholders register in determining whether the address is in the United States or the Warrantholder is a U.S. Person.
(2) Any Warrantholder which exercises any Warrants shall provide to the Company either:
(a) a written certification that such holder (i) is not in the United States; (ii) is not a U.S. Person;
Prohibition on Exercise by U. S. Persons; Exception
(1) Subject to subsection 3.7(2), (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States. The Warrant Agent shall be entitled to rely upon the registered address of the Warrantholder as set forth in such Warrantholder's subscription agreement for the purchase of Special Warrants in determining whether the address is in the United States or is a U.S. Person.
(2) Notwithstanding subsection 3.7(1), (i) Warrants which bear the legend set forth in subsection 2.20(1) may be exercised in the United States or by or on behalf of a U.S. Person; and (ii) Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that the person exercising the Warrants signs and delivers to the Warrant Agent a letter substantially in the form attached as Schedule "B" hereto and such Common Shares or new Warrants, if less than the entire amount of the Warrants held is exercised, are appropriately legended in accordance with the legend set forth in subsection 2.20(1).
Prohibition on Exercise by U. S. Persons; Legended Certificates
(1) Subject to Section 3.3(2), (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Warrant Shares issued upon exercise of Warrants may be delivered to any address in the United States.
(2) Notwithstanding Section 3.3(1), Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States or by or on behalf of a U.S. Person, and Warrant Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that either (a) the person exercising the Warrants (i) is an original U.S. purchaser who purchased the Warrants directly from the Corporation pursuant to Rule 144A under the U.S. Securities Act,
Prohibition on Exercise by U. S. Persons; Legended Certificates
(1) Subject to Section 3.3(2) below: (a) Warrants may not be exercised by or on behalf of any U.S. Person or a Person in the United States; and (b) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States.
(2) Notwithstanding Section 3.3(1), Common Shares issued upon exercise of Warrants may be delivered to an address in the United States, provided that the person exercising the Warrants provides a legal opinion of counsel of recognized standing in form and substance satisfactory to the Corporation, and the Warrant Agent, which confirms that the issuance of the Common Shares is exempt from the registration requirements of the U.S. Securities Act and any applicable state securities laws.
(3) Any holder which exercises any Warrants shall provide/certify to the Corporation either:
(a) the holder: (a) at the time of exercise of the Warrants is not in the United States;
(b) is not a U.S. Person and is not exercising the Warrants on behalf of, or for the account or benefit of, a U.S. Person or a Person in the United States; (c) did not execute or deliver this exercise form in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" within the meaning of Regulation S under the U.S. Securities Act; or
Prohibition on Exercise by U. S. Persons; Legended Certificates.
(1) Other than as provided in subsection 3.2(2), (a) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (b) no Warrant Shares issued upon exercise of Warrants may be delivered to any address in the United States.
Prohibition on Exercise by U. S. Persons and Persons within the United States.