Restrictions on Exercise by U Sample Clauses

Restrictions 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, or for the account or benefit of, any U.S. Person or Person in the United States; 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 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 either (a) the Person exercising the Warrants is a Qualified Institutional Buyer and delivers a completed and executed U.S. Purchaser Letter or (b) the Person exercising the Warrants provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion from counsel of recognized standing which confirms that issuance of Common Shares upon exercise of the Warrants is exempt from registration under the U.S. Securities Act and is in compliance with any applicable securities laws of any state of the United States. (3) Any certificates representing Common Shares issued upon the exercise of Warrants which are exercised by a Person in the United States, a U.S. Person, or by a Person exercising on behalf of, or for the account or benefit of, a U.S. Person or Person in the United States and which are issued and delivered pursuant to Section 3.3(2) shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT THESE SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH (I) RULE 144A OF THE U.S. SECURITIES ACT, IF AVAILABLE, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (“QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE...
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Restrictions on Exercise by U. S. Persons; Legended Certificates
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Restrictions on Exercise by U. S. Warrantholders.‌ 3.3.1 Subject to Section 3.3.2 below, (i) Warrants may not be exercised within the United States or by or on behalf of any person in the United States or U.S. Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States. 3.3.2 Notwithstanding Section 3.2.1 or Section 3.3.1, (i) Warrants may be exercised by or on behalf of a person in the United States or 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 has delivered to the Corporation an opinion of counsel from counsel of recognized standing and in form and substance satisfactory to the Corporation and the Corporation’s transfer agent to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available. 3.3.3 If certificates representing Common Shares are issued upon the exercise of Certificated Warrants which bear the legend set forth in Section 2.5.3 and which are issued pursuant to Box B or C of the Exercise Form, such certificated Common Shares shall bear the legend set forth in Section 2.5.3.
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Restrictions on Exercise by U. S. Warrantholders.
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Restrictions on Exercise by U. S. Persons (1) The Warrants and the Common Shares issuable upon exercise thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any states of the United States, and the Warrants may not be exercised by or on behalf of, or for the account or benefit of, any U.S. Warrantholder unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws and the U.S. Warrantholder has furnished an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Company to such effect; provided that, if any such U.S. Warrantholder is the original U.S. Purchaser, it will not be required to deliver an opinion of counsel in connection with the exercise of Warrants, provided it provides the certification required in subsection 4.8(2)(a) below. The Company shall be entitled to rely upon the address of the Warrantholder provided by such Warrantholder in the exercise notice set out on the reverse of the Warrant Certificate in determining whether or not the Warrantholder is a U.S. Warrantholder. (2) Any holder which exercises any Warrants shall represent, warrant and certify in the exercise notice set out on the reverse of the Warrant Certificate substantially as follows: (a) the holder: (i) at the time of exercise of the Warrants is not in the United States or a U.S. Person; (ii) 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;
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Restrictions on Exercise by U. S. Persons or Persons Located in the United States; Legended Certificates. (1) Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States; and
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Restrictions on Exercise by U. S. Persons; Legended Certificates‌ Other than as provided herein, Warrants may not be exercised within the United States or by or for the account or benefit of any U.S. Person or any person in the United States, and no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States.
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Related to Restrictions on Exercise by U

  • Restrictions on Exercise This Option may not be exercised if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation. As a condition to the Optionee's exercise of this Option, the Company may require the person exercising this Option to make any representation and warranty to the Company as may be required by any applicable law or regulation.

  • Restrictions on Use This ▇▇▇▇ grants You the right to install and use the Licensed Materials in accordance with the terms under which You have licensed the Licensed Materials from Altium. Notwithstanding the foregoing, Altium permits You to make a Temporary Use of the Licensed Materials so long as such use does not result in the use of more copies of the Licensed Materials than You are permitted to use at any given time, if Your license is so restricted hereunder. In the event that You desire to expand or extend Your use, or to migrate to different Products or functionality within any such Products You must notify Altium prior to any such expanded or extended use and arrange for the licensing of the applicable Licensed Materials. 2.4.1. In no event shall You: a) allow any of Your affiliates, subsidiaries or divisions, any portion of Your business located at a different geographic site, or third parties, to copy, have access to or use any portion whatsoever of the Licensed Materials unless You have licensed the Licensed Materials on a Continental License or Global License basis that would permit such use; notwithstanding the foregoing, You may make a Temporary Use of the Licensed Materials as stated in Section 2.3 above; b) allow any third party to have access to or use any portion whatsoever of the Licensed Materials, unless such access or use is in connection with a Temporary Use by You in carrying out a legitimate business purpose that does not otherwise violate the terms of this ▇▇▇▇, including but not limited to the restrictions on number of users, if such restrictions apply to Your license hereunder; c) make copies of the Licensed Materials for use by any of Your other affiliates, subsidiaries or divisions, or by any third party; d) allow more than the number of permitted persons to access and use the Licensed Materials at any one time, (whether involving a single license or a license that allows multiple users), including any Temporary Uses, unless you have negotiated with Altium for a license that permits an unlimited number of users to access and use the Licensed Materials; e) allow persons not covered by the geographic scope of Your licenses to use the Licensed Material on a “floating” or other basis; or f) using the Licensed Materials in any way that is not in compliance with Permitted Uses. 2.4.2. In the event that You have licensed the Licensed Materials for use in connection with a single computer, You may install and use only a single copy thereof at any given time, and said copy may be used only by You; provided, however, that if You have licensed the Licensed Materials for use on a single computer: a) you may install a second copy of the Licensed Materials on a home computer solely for use in connection with, and governed by, the License granted herein, so long as such copy is never used simultaneously with the original copy; and b) You may make a back-up, archival copy thereof that You shall install and use only in the event the original copy of the Licensed Materials is lost, corrupted or in some other way made unavailable other than through use or possession by another person. 2.4.3. In the event that You have licensed the Licensed Materials on a Single Site License, Continental License or Global License basis, this ▇▇▇▇ allows as many persons employed or hired as contractors (so long as such contractors have entered into an appropriate form of confidentiality agreement) by You to simultaneously use the Licensed Materials as are permitted under the license obtained from Altium. At no time shall You permit the number of persons that may access and/or use the Licensed Materials to exceed the number of persons for whom You have licensed the same, including in connection with any Temporary Use. You understand and agree that such use beyond that licensed hereunder, whether by allowing excess persons to use the Licensed Materials or otherwise, shall constitute not only breach of this ▇▇▇▇, but violation of national and international copyright and patent laws. ENGAGING IN ANY USE OF THE LICENSED MATERIALS BY PERSONS BEYOND THE NUMBER PERMITTED TO USE THE SAME, AT SITES FOR WHICH THE LICENSED MATERIALS ARE NOT LICENSED (EXCEPT FOR PERMITTED TEMPORARY USES) OR BY PERSONS NOT AUTHORIZED UNDER YOUR LICENSE TO USE THEM SHALL RESULT IN IMMEDIATE TERMINATION OF THIS ▇▇▇▇, WHETHER OR NOT ALTIUM IS AWARE OF YOUR ACTIVITIES AT THE TIME OR DISCOVERS THEM LATER. ANY FURTHER USE OF THE LICENSED MATERIALS BY YOU SUBSEQUENT TO SUCH TERMINATION WILL EXPOSE YOU TO LIABILITY FOR COPYRIGHT INFRINGEMENT AND OTHER CLAIMS. 2.4.4. You may increase the number of persons or sites permitted to use the Licensed Materials at any one time, or the features and functionality of Your Licensed Materials through Extensions or otherwise, by paying Altium additional license fees in accordance with then-applicable pricing, provided that such additional persons in no way access or use the Licensed Materials, or the additional functionality, prior to any such additional license fees being paid by You. In the event that any provision of this ▇▇▇▇ is breached by You, the license granted herein shall automatically terminate, without further action by Altium and whether or not You abide by such termination. Failure of Altium to learn about any such breach shall not constitute a basis for You to assert that You are not in breach hereof, or that Altium has acquiesced in such breach.