No U.S Sample Clauses

No U.S beneficial interest: if the Subscriber is not a resident of the United States, no U.S. Person, either directly or indirectly, has any beneficial interest in any of the Shares acquired by Subscriber hereunder, nor does the Subscriber have any agreement or understanding (written or oral) with any U.S. Person respecting: (i) the transfer or any assignment of any rights or interest in any of the Shares; (ii) the division of profits, losses, fees, commissions or any financial stake in connection with this subscription; or (iii) the voting of the Shares;

No U.S beneficial interest: No U.S. Person, either directly or indirectly, has any beneficial interest in any of the Securities acquired by Subscriber hereunder, nor does the Subscriber have any agreement or understanding (written or oral) with any U.S. Person respecting: (i) the transfer or any assignment of any rights or interest in any of the Securities; (ii) the division of profits, losses, fees, commissions or any financial stake in connection with this subscription; or (iii) the voting of the Securities;

No U.S. Trade or Business and Not a Controlled Foreign Corporation. The Company shall use its best efforts not to take, and to cause CGA not to take, any action which the Company has reason to believe could cause it or CGA to be considered engaged in the conduct of a trade or business in the United States (within the meaning of Code Section 864) or to become a controlled foreign corporation (within the meaning of Code Section 957) ("CFC"); provided, however, that this Section 5.12 shall not apply to any action which affects the election of directors pursuant to Section 12 of the Amended and Restated Bye-laws; provided, further, that it is hereby understood that the Company shall not be considered to violate this Section 5.12 in the event that (x) the board of directors of the Company (the "Board") shall, in its sole discretion, request the advice of counsel with respect to a proposed action and counsel determines that in its opinion it is more likely than not that such proposed action will not cause the Company or CGA to be engaged in the conduct of a trade or business in the United States or become a CFC and (y) such proposed action to be taken by the Company receives the prior approval of at least 75% of the members of the Board then in office. The foregoing imposes no obligation on the Company or the Board to seek the advice of counsel prior to taking any action unless the Company wishes to take advantage of this second proviso to Section 5.12. It is hereby understood that this Section 5.12 does not alter any provision in the Company's Amended and Restated Bye-laws and all actions taken in connection herewith must comply with such Amended and Restated Bye-laws.

No U.S. Government Procurement Regulations or comparable state government regulations shall be included hereunder and binding on either party unless specifically agreed to in writing prior to incorporation herein.

No U.S. Letter of Credit may be issued if after giving effect thereto the sum of (A) the aggregate outstanding principal amount of the U.S. Loans plus (B) the aggregate Letter of Credit Liabilities relating to the U.S. Letters of Credit would exceed the Maximum U.S. Available Amount. No Canadian Letter of Credit may be issued if after giving effect thereto the sum of (A) the aggregate outstanding principal amount of the Canadian Loans plus (B) the aggregate Letter of Credit Liabilities relating to the Canadian Letters of Credit plus (C) the aggregate Bankers' Acceptance Liabilities would exceed the Maximum Canadian Available Amount. On each day during the period commencing with the issuance of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, the U. S. Commitment or the Canadian Commitment, as the case may be, of each applicable Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender's Commitment Percentage of the amount then available for drawings under such Letter of Credit (and any unreimbursed drawings under such Letter of Credit).

No U.S. Offering. The Company has not offered any of the Debentures, the Conversion Shares, the Warrants or the Warrant Shares to, or solicited such an offer from, a U.S. Person (as defined in SEC Rule 902(k)) or to a Person in the United States.

No U.S. Offering. The Company represents that it has not offered the Securities to the Subscriber in the U.S. or, to the best knowledge of the Company, to any person in the United States or any U.S. Person.

No U.S. Revolving Lender shall have any obligation to agree to participate in any Tranche B Exchange Offer. Any U.S. Revolving Lender wishing to participate in the Tranche B Exchange Offer shall notify the Agent on or prior to the date specified in such Tranche B Exchange Offer of the amount of its existing Tranche A U.S. Revolver Commitments which it requests be converted into Tranche B Revolver Commitments. Any U.S. Revolving Lender that does not respond to the Tranche B Exchange Offer on or prior to the date specified therein shall be deemed to have rejected such Tranche B Exchange Offer. In the event that the aggregate principal amount of existing Tranche A U.S. Revolver Commitments of U.S. Revolving Lenders accepting such Tranche B Exchange Offer exceeds the amount of Tranche B Revolver Commitments requested, existing Tranche A U.S. Revolver Commitments shall be converted to Tranche B Revolver Commitments on a pro rata basis based on the aggregate principal amount of Tranche A U.S. Revolving Loans included in each such Tranche B Exchange Offer.

No U.S. Retirement Plan subject to the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA has incurred any "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, as of the last day of the most recent plan year of such U.S. Retirement Plan. Except as otherwise provided in Schedule 5 (Pensions and Related Benefits). No member of the ICI Group has incurred (and no member of the ICI Group reasonably expects to incur) any liability under Title IV of ERISA that would become a liability of the Purchaser or the Purchaser Group after the Completion. No action by the Pension Benefit Guaranty Corporation is pending nor, so far as the Warrantor is aware, threatened to terminate a defined benefit plan of the ICI Group.

No U.S. Loan Party or Subsidiary Borrower is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. The opinions herein are subject to the following qualifications: We express no opinion as to the enforceability of any provision of the Transaction Agreements or other instruments to the extent such provision may be subject to, and affected by (A) applicable bankruptcy, insolvency, moratorium, receivership, assignment for the benefit of creditors or other similar state or federal laws affecting the rights and remedies of creditors generally (including, without limitation, fraudulent conveyance or transfer laws) and judicially developed doctrines in this area, such as equitable subordination and substantive consolidation of entities, (B) equitable principles (whether considered in a proceeding in equity or at law), (C) an implied covenant of good faith, diligence, reasonableness and fair dealing, concepts of materiality and the requirement that the right, remedy or penalty sought to be proportionate to the breach, default or injury, (D) possible judicial action giving effect to foreign laws or foreign governments or judicial action affecting or relating to the rights or remedies of creditors, and (E) compliance with, and limitations imposed by, procedural requirements relating to the exercise of remedies. In addition, we express no opinion on the enforceability of certain rights and remedies set forth in the Transaction Agreements or other instruments to the extent such rights or remedies may be limited by applicable state law, but in our opinion, such laws will not materially interfere with the practical realization of the principal benefits intended to be provided by the Transaction Agreements or such instruments. We express no opinion with respect to the enforceability of provisions in the Transaction Agreements providing for (A) specific performance, injunctive relief or other equitable remedies, regardless of whether such enforceability is sought in a proceeding in equity or at law, (B) any indemnification, hold harmless, release or exculpation, the enforceability of which may be limited by applicable federal and state securities laws and general principles of public policy or that purport to indemnify or hold harmless a party for, or release, exculpate or exempt a party from, its own action or inaction involving gross negligence, recklessness, willful misconduct or unlawful conduct or (C) a choice ...