Common use of Prohibition on Exercise by U Clause in Contracts

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; 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 U.S. Purchaser, the representations, warranties and covenants made by the Original QIB U.S. 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 for the purchase of Units 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;