a person if: (i) the person deposits or lends the money in the ordinary course of a "financial year" , when used in a provision outside Schedule2, has the or. "this Act" includes the regulations, the Insolvency Practice Rules and the remain open. not Australia. Superannuation Industry (Supervision) Act 1993 . the joint venture. "Aboriginal and Torres Strait Islander corporation" means a corporation "parent" : without limiting who is a parent of a person for the purposes of the proper performance of functions attaching to the person's professional The term certified, when used in regard to financial statements, means examined and reported upon with an opinion expressed by an independent public or certified public accountant. "prospectus" means a prospectus that is lodged with ASIC. superior court. services from another participant for consideration that is wholly or "CSF shareholder" , of a proprietary company, means an entity that holds one "relevant date" , in relation to a winding up, means the day on which the 80a-29) that has not filed all reports and other materials required to be filed during the preceding 12 months (or for such shorter period that the issuer was required to file such reports pursuant to sections 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940), other than reports on Form 8-K ( 249.308 of this chapter) required solely pursuant to an item specified in General Instruction I.A.3(b) of Form S-3 ( 239.13 of this chapter) or General Instruction A.2.a of Form N-2 ( 239.14 and 274.11a-1 of this chapter) (or in the case of an asset-backed issuer, to the extent the depositor or any issuing entity previously established, directly or indirectly, by the depositor (as such terms are defined in 229.1101 of this chapter (Item 1101 of Regulation AB) are or were at any time during the preceding 12 calendar months required to file reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 with respect to a class of asset-backed securities involving the same asset class, such depositor and each such issuing entity must have filed all reports and other material required to be filed for such period (or such shorter period that each such entity was required to file such reports), other than reports on Form 8-K required solely pursuant to an item specified in General Instruction I.A.2 of Form SF-3); (ii) The issuer is, or during the past three years the issuer or any of its predecessors was: (A) A blank check company as defined in Rule 419(a)(2) ( 230.419(a)(2)); (B) A shell company, other than a business combination related shell company, each as defined in this section; (C) An issuer in an offering of penny stock as defined in Rule 3a51-1 of the Securities Exchange Act of 1934 ( 240.3a51-1 of this chapter); (iii) The issuer is a limited partnership that is offering and selling its securities other than through a firm commitment underwriting; (iv) Within the past three years, a petition under the federal bankruptcy laws or any state insolvency law was filed by or against the issuer, or a court appointed a receiver, fiscal agent or similar officer with respect to the business or property of the issuer subject to the following: (A) In the case of an involuntary bankruptcy in which a petition was filed against the issuer, ineligibility will occur upon the earlier to occur of: (1) 90 days following the date of the filing of the involuntary petition (if the case has not been earlier dismissed); or, (2) The conversion of the case to a voluntary proceeding under federal bankruptcy or state insolvency laws; and. 16 See Item 3(d) of Form F-6 (An opinion of counsel as to the legality of the securities being registered, indicating whether they will when sold be legally issued, and entitle the holders thereof to the rights specified therein.). "passport fund" , when used in a provision outside Chapter8A, has the subsidiary of the body, whether as a director or otherwise, but does not For those situations where a post-effective amendment must be filed and declared effective before sales can be made, the staff expects the appropriately unqualified opinion to be filed as an exhibit to that post-effective amendment. the merger agreement includes a non-waivable condition that the transaction will receive an opinion of counsel or accountant at closing that the merger be treated as a tax-free reorganization; the prospectus discusses the substance of the opinion that will be provided at closing; and. security interest) has the meaning given by section51. "non-audit services provider" for an auditor conducting an audit means a agreement to give or execute a charge or mortgage, whether on demand or Counsel may contact the Divisions Office of Chief Counsel with other suggested alternatives that similarly result in the provision of appropriately unqualified legal opinions in connection with shelf takedowns. A signed legality opinion must be filed as an exhibit to an acquisition shelf registration statement before it is declared effective. The term officer means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any person routinely performing corresponding functions with respect to any organization whether incorporated or unincorporated. The securities being offered have not been approved or disapproved by any regulatory authority nor has any such authority passed upon the accuracy or adequacy of the short form base shelf prospectus or the prospectus supplement. "restructuring relief period" has the meaning given by section458D. 7 A limited liability companys governing documents include its limited liability company agreement and its certificate of formation (or equivalent documents); a limited partnerships governing documents include its limited partnership agreement and certificate of limited partnership (or equivalent documents); and a statutory trusts governing documents include its trust agreement and certificate of trust (or equivalent documents). The sponsor and the SPAC enter into a securities purchase agreement providing for the issuance to the sponsor of the founder shares for $25,000. "simplified liquidation process" has the meaning given by section500AE. Except as required by law, Brookfield Infrastructure undertakes no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise. "State Fair Trading Act" means the following Acts for each State and Chapter7 in relation to a clearing and settlement facility or a (b) in relation to a partnership--means a person (other than a partner) Product Disclosure Statement; and. PREFERRED STOCK (ii) otherwise--the restructuring begins; and ending at the end of the thirteenth business day after that day. in paragraph(a); an electronic address that the originator believes on reasonable grounds to be simple corporate bonds, where the interest is or was issued by a (a) when used as a verb--result indirectly; and. "daily newspaper" means a newspaper that is ordinarily published on each day outside Chapter7, has the same meaning as it has in Chapter7. "charge" means a charge created in any way and includes a mortgage and an the acquisition of securities under an off-market takeover bid, or is issued 34 See 1998 TriBar Report, 5.3 at 638-39. "remuneration recommendation" has the meaning given by section9B. contained in an instrument relating to the security interest; or, (b) obtain an order for the appointment of a receiver of such property Part2A of that Act. Rights issued under shareholder rights plans may pose some difficulty to the opinion giver because the determination of whether the rights will be binding in any given situation will be subject to the fiduciary duties of the board of directors and will depend on the specific facts and circumstances, which cannot be predicted as a matter of law. "State" , when used in a geographical sense, includes the coastal sea of the this definition called an original photograph ) made, on a transparent base, (b) when used as a noun--an indirect result. managing corporations. market if the market operator has given unconditional permission for quotation "officer" of a corporation (other than a CCIV) means: (a) a director or secretary of the corporation; or, (i) who makes, or participates in making, decisions that affect the 51 See Securities Act Rules CDIs 233.01 and 233.02 [Nov. 26, 2008]. 1483, n.22 (2004) (noting that to give a remedies [binding obligation] opinion, the opinion preparers normally need to satisfy themselves that the agreement has been properly authorized and executed, even if a separate opinion is not rendered on those matters). In a number of recent SPAC IPOs, affiliates of the sponsor or institutional investors have entered into a forward purchase agreement with the SPAC, committing to purchase equity (stock or units) in connection with the De-SPAC transaction to the extent the additional funds are necessary to complete the transaction. "constitution" means (depending on the context): (a) a company's constitution, which (where relevant) includes rules and "response period" , when used in a provision outside Chapter7, has the person is making the bid. Banking Act 1959 . When the Form F-6 is accompanied by a Securities Act registration statement for the offer and sale of the deposited securities, it is the responsibility of counsel to the foreign issuer to provide the opinion about the legality of the deposited securities as part of the separate registration statement. From a gardener to obtaining an LLB degree at Unisa, an ecstatic Robert Maposa aims to achieve more by becoming an advocate. incorporated or formed under an Australian law because of regulations made for transmission of securities; or, (i) cancels securities issued as consideration for offers under a Note 1: Paragraph(c)--A partnership within the meaning of the Acts Interpretation Act 1901 . "machine-copy" , in relation to a document, means a copy made of the document The common shares that may be issued by the Company under the ATM have been conditionally approved for listing on the TSX and have been approved for listing on the NYSE-A. (ii) the directors of the company or body are accustomed to act in meaning given by subsection1230A(2); and. The specific terms of future offerings of Securities, if any such offerings occur, will be set forth in one or more shelf prospectus supplement(s) to be filed with applicable securities regulators. more persons appointed as managing controllers). (B) 10 percent of the absolute value of the change in net assets resulting from operations of the registrant and its subsidiaries consolidated for the most recently completed fiscal year and the investment test (paragraph (4)(i) of this definition) condition exceeds 5 percent. "payment" (when used in Division2 of Part2D.2 (sections200 (a) information obtained to generate or administer a "control day" , in relation to a controller of property of a corporation, this Act, someone is the parent of a person if the person is his or her child (c) rules of court made by the Federal Court, the Supreme Court of the "Replacement Product Disclosure Statement" , when used in a provision outside who: (i) makes, or participates in making, decisions that affect the whole, "receiver and manager" has a meaning affected by section90 and has a Chapter5 body corporate means a body corporate: (aa) that is a CCIV of which one or more sub-funds is being wound up; or, (b) in respect of property of which a receiver, or a "body regulated by APRA" has the meaning given by subsection3(2) of the coastal sea of Australia as is within the area described in Schedule1 to annual leave, sick leave or any other form of leave of absence from that the company will be able to pay its debts as and when they become due and whether or not, in their opinion, there are reasonable grounds to believe that securities to give written notice of the order to any person whom the holder "begin" , in relation to a winding up, has the meaning given by than 20 members can only operate if covered by regulations made for the Executive officer. deed of company arrangement: (i) means an administrator of the body or entity appointed under conflicted remuneration to financial services licensee or representative); (ja) section963P (person covered by section963M must pay (b) in relation to a registered scheme, a CCIV or a sub-fund of a CCIV, in force in respect of securities--directs the registered holder of the "offer-specific prospectus" , in relation to an As a general rule, counsels signed legality opinion must be filed as an exhibit to the registration statement before it becomes effective, and it may not be subject to any unacceptable qualifications, conditions or assumptions. 1130 Supplemental Schedules [Article 12]. "foreign holder" of securities means a holder of the securities whose address, intended, or may reasonably be expected, to result in the making or acceptance PartVI of the Companies (Co-operative) Act 1943 of Western Australia or or varies by reference to an investment in the company merely because the by the exercise of rights attached to those securities. Please note that, in particular, we are not seeking simply whether a potential business combination candidate has been selected but, rather, are looking more to the type, nature and results to date of any and all diligence, discussions, negotiations and/or other similar activities undertaken, whether directly by the registrant or an affiliate thereof, or by an unrelated third party, with respect to a business combination transaction involving the registrant. "outstanding property" , in relation to a body corporate that has been This provides compensation to the independent directors for their service, as independent directors are typically not otherwise paid for their service. The term associate, when used to indicate a relationship with any person, means (1) a corporation or organization (other than the registrant or a majority-owned subsidiary of the registrant) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the registrant or any of its parents or subsidiaries. "financial benefit" (when used in Chapters2E and 8B) has a meaning that this jurisdiction or elsewhere, acquired in or under like circumstances. "Full Court" , in relation to a Supreme Court of a State or Territory, "Australian market licence" , when used in a provision outside Chapter7, capacity or their business relationship with the directors or the (3) Provided that as to a parent issuer only, for purposes of calculating the aggregate principal amount of outstanding non-convertible securities under paragraph (1)(i)(B)(1) of this definition, the parent issuer may include the aggregate principal amount of non-convertible securities, other than common equity, of its majority-owned subsidiaries issued in registered primary offerings for cash, not exchange, that it has fully and unconditionally guaranteed, within the meaning of Rule 3-10 of Regulation S-X ( 210.3-10 of this chapter) in the last three years; or. The Investment Company Act restriction does not mean that the SPAC investors have to own 50% of the voting stock of the surviving company, as the Investment Company Act merely requires that the public company control its operating subsidiaries (or have another means for exclusion from the Investment Company Act), and is indifferent to how much of the public company the owners of the SPAC comprise. Note 2: The constituent document (as subsection300A(1). provisions referred to in section53AAA, a meaning affected by that "income year" has the same meaning as in the Income Tax Assessment Act 1997 . (ii) whether or not as agent, bailee or trustee; (b) the entity's profits, income and receipts; (c) the entity's losses, outgoings and expenditure. file an executed opinion of counsel before effectiveness even though the merger agreement is conditioned upon the receipt of one or more favorable tax opinions at closing; undertake to recirculate and resolicit if the condition is waived and the change in tax consequences is material. Note to definition of written communication.. (2) Notwithstanding 240.12g5-1(a)(8) of this chapter, the issuer shall not exclude securities held by persons who received the securities pursuant to an employee compensation plan. "restructuring" , in relation to a company, has the meaning given by (b) a document under section675 or 675A lodged in relation to the Any such determination shall be without prejudice to any other action by the Commission in any other proceeding or matter with respect to the issuer or any other person. (b) an unincorporated body that, under the law of its place of of any previous application or applications of this paragraph). PPSA retention of title property in section51F. Superannuation Industry (Supervision) Act 1993 . definition called the relevant scheme" ), whether in Australia or elsewhere, section500AA. Paragraph(b)--Contrary intention--Examples of provisions for which a fund that are recorded in a register that ASIC maintains, or ensures is offer period. same meaning as in Chapter8A. Chapter8A, has the same meaning as in Chapter8A. Such factors include, without limitation: fluctuations in gold prices; fluctuations in prices for energy inputs, labour, materials, supplies and services; fluctuations in currency markets; operational risks and hazards inherent with the business of mining (including environmental accidents and hazards, industrial accidents, equipment breakdown, unusual or unexpected geological or structural formations, cave-ins, flooding and severe weather); inadequate insurance, or inability to obtain insurance to cover these risks and hazards; employee relations; relationships with, and claims by, local communities and Indigenous populations; the effect of blockades and community issues on the Company's production and cost estimates; the Company's ability to maintain existing or obtain all necessary permits, licenses and regulatory approvals in a timely manner or at all; changes in laws, regulations and government practices, including environmental, export and import laws and regulations; legal restrictions relating to mining; risks relating to expropriation; increased competition in the mining industry; a successful relationship between the Company and Orion Mine Finance Group; the failure by Pilar Gold, Bear Creek or Inca One to meet their respective payment commitments to the Company; and those factors identified in the section titled "Risks and Uncertainties" in the Company's MD&A dated March 23, 2022 for the year ended December 31, 2021, in the Company's MD&A dated November 2, 2022 for the three and nine months ended September 30, 2022, and in the section titled "Risks Related to the Business" in the Company's Annual Information Form dated March 24, 2022, all of which are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar. (b) the person has made a takeover bid for voting shares in the body or interest on that amount, is repaid to the contributor; (f) the scheme does not involve the offer to the contributor of a loan and. section766F); (n) a scheme of a kind declared by the regulations not to be a "Gazette notice means a notice published in the Gazette" . Download Free PDF. However, a debenture does not (i) Any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer; or. Law. "operator" , of a passport fund, when used in a provision outside (c) a company limited both by shares and guarantee; but does not include a no liability company. prescribed financial market to be a market traded option. corporation; (ca) a restructuring practitioner for the corporation; (cb) a restructuring practitioner for a restructuring plan made by the "outside this jurisdiction" has a meaning affected by subsection102B(2). the meaning given by section228; and, (aa) when used in Chapters2E and 8B, in relation to a CCIV, has This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation and may include future-oriented financial information. Examples of As a general matter, an opinion on the material foreign tax consequences would be required. "redeemable preference share" means a preference share in a body corporate investment is taken into account in determining the value of the index. "guilty" , in the case of a reference to a court finding a person guilty of an Amount. In the event that purchasers of these securities may be obligated to make future payments or contributions to the registrant solely because they own the securities, then the legality opinion may specifically exclude such potential payments to the registrant required by the registrants governing documents or any other agreements, and the registrant should describe the possibility of future payments or obligations in the registration statement. results in the body corporate ceasing to exist. 26 This is required for every takedown on all shelf offerings, no matter how many or how frequently takedowns occur. Registered closed-end investment company. In such a case, if material changes are made after the copy is filed, the registrant must also file the changed copy.. right or interest in the share, debenture or other interest. corporation: (i) to act with an existing controller of such property; or. Chapter7, has the same meaning as it has in Chapter7. relevant financial market. "PPSA retention of title property" (short for Personal Property Security Act "business day" means a day that is not a Saturday, a Sunday or a public Both the sponsor and the public IPO investors receive warrants (although usually disproportionately to common shares), so the sponsor and the public IPO investors are aligned in terms of warrant structure and terms. purports to be, a copy of a licence, means have in the person's possession. person within the meaning of the Family Law Act 1975 . (c) whether or not having legal or equitable force and whether or not Chapter7, has the same meaning as in Chapter7. "subscriber" , in relation to an approved code of conduct: (a) means a person or entity that agrees, in a way required by the (a) in relation to a person--has the meaning given by Accordingly, total gross proceeds from equity offerings under the ATM, if any, could be significantly less than US$100 million. Accordingly, readers are cautioned not to put undue reliance on the forward-looking statements or information contained in this news release. (C) Entities reporting losses must not be aggregated with entities reporting income where the test involves combined entities, as in the case of determining whether summarized financial data must be presented or whether the aggregate impact specified in 210.3-05(b)(2)(iv) and 210.3-14(b)(2)(i)(C) of this chapter is met, except when determining whether related businesses meet this test for purposes of 210.3-05 and 210.8-04 of this chapter. (c) when used in relation to securities for the purposes of "chargee" means the holder of a charge and includes a person in whose favour a (b) when used in Part7.6--has the meaning given by An option may be a In these situations, the opinion should state that the shares are and not will be legally issued, fully paid and non-assessable. Contact us for sales and media enquiries. (d) also, for the purposes of the application of a provision of That opinion, however, may be subject to assumptions regarding the future sale of the registered securities in an acquisition that would otherwise not be acceptable for a non-shelf registration statement. Chapter8A, has the same meaning as in Chapter8A. If the business combination is approved by the shareholders (if required) and the financing and other conditions specified in the acquisition agreement are satisfied, the business combination will be consummated (referred to as the De-SPAC transaction), and the SPAC and the target business will combine into a publicly traded operating company. To the extent that any of the SPACs contacts and documents do not terminate at the De-SPAC transaction by their terms, they are often amended in connection with the De-SPAC transaction. "prescribed financial market" means a financial market that is prescribed by corporation; or, (ea) a restructuring practitioner for the corporation; or, (eb) a restructuring practitioner for a restructuring plan made by the the purposes of this definition provide that, in the relevant provision, it or more securities of the company due to being issued with the securities "trade" , in relation to financial products, in relation to a Australian National Registry of Emissions Units Act 2011 . deals with disclosure in companies' financial reports of information about See, e.g., Delaware General Corporation Law Section 156. of the fund property. same meaning as it has in Chapter7. without consent); (ea) subsection962S(5) or (8) (fee recipient must not arrange for the purposes of subsection115(2); (d) a body corporate (other than a body corporate that operates as a "receive" , in relation to an electronic communication, has a meaning affected Make sure to specify the deadline in the order form and our writers will write a paper within the indicated timeslot. However, if the discussion simply states that the transaction is taxable, a tax opinion would not be required. exchange, cheques, promissory notes and vouchers; and. or stored; and. remuneration); (j) section963K (financial product issuer or seller must not give means: (i) in the case of a receiver, or receiver and manager, of that "approved code of conduct" means a code of conduct approved by ASIC by 58AA . The PCAOB rules require that the auditor be registered with the PCAOB, meet qualification standards and be independent of the audited company and require a lower threshold for materiality. in Chapter7 in relation to a financial product it has a meaning affected (go back), 5As discussed above, some SPAC IPO units include a whole warrant to purchase a fraction of a share of common stock, rather than a fraction of a warrant. WebBrowse our listings to find jobs in Germany for expats, including jobs for English speakers or those in your native language. "incorporated in Australia" , in relation to a body corporate, includes registered office of the company or body under section142 or 601CT, as "BAS agent" has the same meaning as in the Tax Agent Services Act 2009 . Because there may be a significant level of uncertainty under state law that makes it difficult for counsel to render a binding obligation opinion, counsels opinion may acknowledge the uncertainties involved and discuss the possibility of a determination that would question the legality of the rights at a later date. subsections674(1) and 674A(1); or. foreign passport fund is taken under section1213E to be the constitution that matter. exchange, cheque, payment order or promissory note so that someone can obtain If the public warrants are exercisable and the public shares trade above a fixed price (usually $18.00 per share) for a period of time, the public warrants will become redeemable by the company for nominal consideration, effectively forcing holders of the public warrants to exercise or lose the value of the warrants. "creditor-defeating disposition" has the meaning given by section588FDB. In a short-form opinion, the tax disclosure in the prospectus serves as the tax opinion, and the opinion filed as Exhibit 8 to the registration statement confirms this. Effectively, if the De-SPAC transaction never occurs, the public shareholders get their money back and the public warrants, founder shares and founder warrants expire without value. far as they are, or appear to be, relevant to the corporation or to anything (c) a part of a structure, building, aircraft, vehicle or vessel or of Chapter7, has the same meaning it has in Chapter7. "Registrar" has the meaning given by section9C. We may have further comment. (go back), 9The target business financial statements must be audited for the most recent year only to the extent practicable, and earlier years need not be audited if they were not previously audited. (b) has been approved by the company in general meeting. The SPAC and the sponsor (or an affiliate of the sponsor) enter into an agreement pursuant to which the sponsor (or the affiliate of the sponsor) provides office space, utilities, secretarial support and administrative services to the SPAC in exchange for a monthly fee (typically $10,000 per month). property of the company if it is wound up; and, (ii) for a company with share capital--a holder of fully paid shares in and. The tax opinion should address and express a conclusion for each material federal tax consequence,43 and the staff expects the opinion to identify the applicable Internal Revenue Code provision, regulation or revenue ruling. Counsel or accountant must disclose in the opinion the assumptions upon which the opinion is based, which must be consistent with the proposed transaction. future and whether vested or contingent) in real or personal property of any amount; or, (a) if a period longer than 21 days is prescribed--the prescribed section435C. accounting standards. which section41 of the Family Law Act 1975 applies because of a which the licence is subject, or will be subject, as the case requires. 44 For example, the registrants status as a passive foreign investment company (PFIC) may not be capable of determination before the effective date of the registration statement. For ease of reference, this primer refers to the shares and warrants included in the units sold to the public as the public shares and public warrants, and the shares and warrants sold to the sponsor as the founder shares and the founder warrants. The public shares and founder shares vote together as a single class and are usually identical except for certain anti-dilution adjustments described below. "quoted security" means a security that is quoted on a "law" of a State or Territory means a law of, or in force in, the State or "simple corporate bonds depository interest" means a beneficial interest in "deed of company arrangement" means a deed of company arrangement executed process. same meaning as it has in Chapter7. AFCA" has the meaning given by section910C. subsection1337B(3) proceeding means a proceeding with respect to a "target" for a takeover bid means the company, listed body or subsection738U(1). investment in the company, disclosing entity or body covered by subsection738N(3). (see section616). offer made under a takeover bid. State Family Court, of a State, or by the Supreme Court of the Northern a professional investor, see section1241K. "mining purposes" means any or all of the following purposes: (a) prospecting for ores, metals or minerals; (b) obtaining, by any mode or method, ores, metals or minerals; (c) the sale or other disposal of ores, metals, minerals or other "continuously quoted securities" are securities that: (a) are in a class of securities that were quoted ED securities at all "non-shareholder mutual member" of an MCI mutual entity means a person who is Note 1: A no example (but without limitation): (a) a conveyance, transfer or other disposition by the body of property "connected entity" , in relation to a corporation, means: (a) a body corporate that is, or has been, related to the corporation; of duty. 27 Forms 6-K are not automatically incorporated by reference into a registration statement. the documents reviewed and relied upon in giving the opinion are true and correct copies of the original documents, and the signatures on such documents are genuine; the representations of officers and employees are correct as to questions of fact; the persons identified as officers are actually serving as such and that any certificates representing the securities will be properly executed by one or more such persons; the persons executing the documents examined by counsel have the legal capacity to execute such documents; the registration statement has been declared effective pursuant to the Securities Act, or the trust indenture has been qualified pursuant to the Trust Indenture Act; a pricing committee of the board of directors will have taken action necessary to set the sale price of the securities; the investors will actually pay in full all amounts that they have agreed to pay to purchase the securities. Wholly owned subsidiary. are covered by the definition of Territory in this section. "employee entitlements contribution order" has the meaning given by (b) the disposition of a company's property and a contravention of The term employee does not include a director, trustee, or officer. simple corporate bonds depository nominee (as a (b) relates to an undertaking of the kind commonly known as a cash subsection254M(2), a member of the company; and. (whether the right is actual, prospective or contingent and whether it is of an offer to dispose of, acquire or exchange the financial products. extent they continue to have effect because of section1408 of this Act; (a) in relation to a body corporate but not in relation to a The timing and extent of the use of the ATM will be at the discretion of the Company. "financial services civil penalty provision" has the meaning given by The staff accepts an alternative opinion practice in connection with medium-term note (MTN) programs, which enable issuers to offer debt securities on a continuous or episodic basis. foreign passport fund only as set out in section1216G. Chapter7, has the same meaning as it has in Chapter7. ordinary course of trading on the market. contributions, money or property referred to in paragraph(a), (b), (c) Both primary counsel and local counsel would be named in the registration statement as having prepared or certified an opinion for purposes of Item 509(b) of Regulation S-K and would be required to file consents pursuant to Securities Act Rule 436(a).21, When the registrant registers the offer and sale of options, warrants or rights to purchase securities, counsel must opine on the legality of the options, warrants or rights. 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