Prohibition on Exercise by U.S. Persons Sample Clauses

Prohibition on Exercise by U.S. Persons. (a) The Warrants have not been and will not be registered in the United States or sold in the United States or for the account of U.S. Persons, and the Warrants may not be exercised in the United States or by or for the account or benefit of a U.S. Person or a Person in the United States unless an exemption is available from the registration requirements of the 1933 Act and applicable state securities laws, and the Corporation may require the holder of the Warrants to furnish an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect, provided that the holder will not be required to deliver an opinion of counsel in connection with its due exercise of the Warrants at a time when the undersigned is an “accredited investor” (as such term is defined under the 1933 Act) (“Accredited Investor”) and provides a declaration to the Corporation and the Warrant Agent to that effect. (b) Any holder who exercises a Warrant shall provide to the Corporation either: (i) a written certification that such holder: (i) at the time of exercise of the Warrant was not in the United States; (ii) is not a U.S. Person and is not exercising the Warrant for the account or benefit of a U.S. Person or a Person in the United States; (iii) did not execute or deliver the exercise form for the Warrant in the United States and was not a U.S. Person when the Warrants were acquired; and (iv) was not a U.S Person or in the United States at the time the Warrants were offered to such holder; or (ii) a written opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to the effect that an exemption from the registration requirements of the 1933 Act and applicable state securities laws is available for the issuance of the Common Shares upon exercise of the Warrants; or (iii) a written certification that (a) the Warrantholder is an original purchaser of the Warrants, (b) the Warrantholder is exercising the Warrants solely for its own account or for the account of another person, each of was an Accredited Investor on the date the Warrants were acquired and is an Accredited Investor on the date of exercise of the Warrants; and (d) the representation, warranties and covenants set forth in the written purchaser’s letter for the purchase of the Warrants continue to be true and correct. (c) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the hold...
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Prohibition on Exercise by U.S. Persons. The Common Shares to be issued upon the exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or any state securities laws, and Warrants may not be exercised in the United States or by or on behalf of a U.S. Person or any person in the United States other than pursuant to an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws. Accordingly, neither the Company nor the Warrant Agent shall be obligated to or will accept subscriptions for Common Shares pursuant to the exercise of Warrants unless: (i) the Warrantholder completes Box A in the subscription form attached to the Warrant Certificate confirming, among other things, that the Warrantholder is not a U.S. Person; or (ii) the Warrantholder is a U.S. Purchaser and completes Box B in the subscription form attached to the Warrant Certificate; or (iii) the Warrantholder completes Box C in the subscription form attached to the Warrant Certificate and the Company has confirmed to the Warrant Agent in writing that the written opinion of counsel delivered by the Warrantholder thereunder is satisfactory to the Company. Certificates representing Common Shares issued upon the exercise of Warrants will not be registered or delivered to an address in the United States unless the Warrants are exercised pursuant to Box B or Box C in the subscription form attached to the Warrant Certificate and the requirements in connection therewith have been satisfied. Any certificate representing Common Shares issued upon the exercise of Warrants pursuant to Box B or Box C in the subscription form attached to the Warrant Certificate shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF QUATERRA RESOURCES INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (i) TO THE CORPORATION, (ii) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (iii) INSIDE THE UNITED STATES, PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 IF AVAILABLE, OR (iv) INSIDE THE UNITED STATES, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE CORPORATION; DELIVERY OF TH...
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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 US Person or any person in the United States unless (a) an exemption is available from the registration requirements of the US 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 US Purchaser, the representations, warranties and covenants made by the Original US Purchaser in the QIB Letter or AI Letter, as the case may be, 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 US 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 US Person;
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Related to Prohibition on Exercise by U.S. Persons

  • Limitation on Exercise Notwithstanding the provisions of this Warrant, the Agreement or of the other Transaction Agreements, in no event (except (i) as specifically provided in this Warrant as an exception to this provision, (ii) during the forty-five (45) day period prior to the Expiration Date, or (iii) while there is outstanding a tender offer for any or all of the shares of the Company's Common Stock) shall the Holder be entitled to exercise this Warrant, or shall the Company have the obligation to issue shares upon such exercise of all or any portion of this Warrant to the extent that, after such exercise the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrants or other rights to purchase Common Stock or through the ownership of the unconverted portion of convertible securities), and (2) the number of shares of Common Stock issuable upon the exercise of the Warrants with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such exercise). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Warrant, further agrees that if the Holder transfers or assigns any of the Warrants to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee's or assignee's specific agreement to be bound by the provisions of this Section 2.2 as if such transferee or assignee were the original Holder hereof.

  • Restriction on Exercise This Option may not be exercised unless such exercise is in compliance with the Securities Act, and all applicable state securities laws, as they are in effect on the date of exercise, and the requirements of any stock exchange or national market system on which the Company's Common Stock may be listed at the time of exercise. Optionee understands that the Company is under no obligation to register, qualify or list the Shares with the SEC, any state securities commission or any stock exchange or national market system to effect such compliance.

  • Prohibition on Resale Subject to any specific conditions included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement. Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

  • Prohibition on Dividends Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no subsidiary of the Company is currently prohibited, directly or indirectly, under any order of any Regulatory Agency (other than orders applicable to bank or savings and loan holding companies and their subsidiaries generally), under any applicable law, or under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company or any other subsidiary of the Company any loans or advances to such subsidiary or from transferring any of such subsidiary’s properties, assets or operations to the Company or any other subsidiary of the Company.

  • Limitations on Exercise of Option a. The exercise of this Option will be contingent upon receipt from the Optionee (or the purchaser acting under Section 7 below) of the full Exercise Price of such Option Shares. Payment may be made in cash or by a cashier’s or certified check. However, in the sole discretion of the Board of Directors or the Committee, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company of previously acquired shares of Common Stock, such shares to be credited against the Exercise Price based upon the Fair Market Value thereof on the date of exercise, or by a combination of the above. No Option Shares will be issued until full payment therefor has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute. b. The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Committee of the Board of Directors, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.