Such opinion shall set out in full all laws, decrees, ordinances, or other acts of Government that authorize the issue of the securities.. section82, the terms of which provided for the funds subscribed to be "foreign law" has the same meaning as in the Income Tax Assessment Act 1997 . "statement" , in Chapter7, includes matter that is not written but Counsel or accountant must opine on the tax consequences of the offering, not the manner in which they are described in the prospectus. The prospectus should disclose that shareholder approval is a condition to the issuance of shares in the exchange offer. The opinion and the disclosure in the prospectus must be consistent. or granted; is taken to enter into a transaction in relation to the shares or securities. Chapter7 in relation to a clearing and settlement facility or a relates to that other provision. business or persons engaged in business. The staff does not object if the binding obligation opinion is subject to certain limited exceptions, such as bankruptcy and equitable principles limitations.18 Counsel need not expressly state in the opinion that the agreement or instrument pursuant to which the debt security or guarantee is issued, such as an indenture, is enforceable in accordance with its terms, although the opinion may include such language. The Division shares the generally accepted view that an opinion that a debt security or guarantee is a binding obligation of the registrant necessarily encompasses the opinion that the registrant is validly existing, has the power to create the obligation, and has taken the required steps to authorize entering into the obligation.20 Accordingly, while counsels filed opinion will refer to the law of the jurisdiction governing the agreement or instrument pursuant to which the debt security or guarantee is issued, counsel must also consider the law of the jurisdiction under which the registrant is organized in order to provide the binding obligation opinion. Every corporation has a certificate of incorporation or similar constituent document (for example, Cayman Islands corporations have a hybrid charter and bylaws document titled the memorandum and articles of association). section60. "banking corporation and subsection93A(5) of the ASIC Act. A foreign private issuer that files its financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS-IASB) must use amounts determined under IFRS-IASB. that refers to that State or Territory. As a result, the SEC comments are usually few and not particularly cumbersome. or varies by reference to an investment in the company merely because the contains rules about who is a director of a corporation. "restructuring" , in relation to a company, has the meaning given by (C) An issuer must reflect the determination of whether it came within the definition of smaller reporting company in its quarterly report on Form 10-Q for the first fiscal quarter of the next year, indicating on the cover page of that filing, and in subsequent filings for that fiscal year, whether it is a smaller reporting company, except that, if a determination based on public float indicates that the issuer is newly eligible to be a smaller reporting company, the issuer may choose to reflect this determination beginning with its first quarterly report on Form 10-Q following the determination, rather than waiting until the first fiscal quarter of the next year. (A) The majority of the executive officers or directors are United States citizens or residents; (B) More than 50 percent of the assets of the issuer are located in the United States; or. The term registrant means the issuer of the securities for which the registration statement is filed. This is inaccurate. Note 1: The Life Insurance Act 1995 has discuss the possible alternatives and risks to investors of that tax consequence. "lower court" means a court of a State or Territory that is not a (iii) In all other cases, this test is met when the registrant's and its other subsidiaries' investments in and advances to the tested subsidiary exceed 10 percent of the total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year. subsection1311B(3). 43 Item 12 to Industry Guide 5 contains useful guidance for tax opinions: The function of the tax opinion is to inform investors of the tax consequences they can reasonably expect from an investment in the partnership. expressly or by necessary implication (see section51F). The term employee does not include a director, trustee, or officer. Counsel need not use the term non-assessable, however. "pooling determination" means a determination under subsection571(1). corporation; or. "commencement" , in relation to an accounting standard, means: (a) in the case of an accounting standard as originally in effect--the section79. The IRS revenue ruling must be filed but no consent is required because it is a public official statement within Section 7 of the Securities Act. "general CSF risk has the same meaning as it has in Chapter7. The legality opinion is required to state that, in the opinion of counsel, the ADSs will, when sold, be legally issued and will entitle their holders to the rights specified in the deposit agreement and the ADR.16 While counsel for the Form F-6 registrant may assume in the legality opinion regarding the ADSs that the deposited securities have been legally issued, counsel may not make any assumptions regarding the legality of the issuance of the ADSs. WebDS Smith is an international packaging company, offering sustainable, plastic-free packaging, integrated recycling services, and sustainable paper products. seller retains title in the property until the purchase price, or another appointed under Part5.3B; and. "wholly-owned subsidiary" , in relation to a body corporate, means a However, if additional public shares or equity-linked securities (defined as securities of the SPAC or its subsidiaries that are convertible into or exchangeable for equity of the SPAC) are issued in connection with the closing of the de-SPAC transaction (excluding shares and equity-linked securities issued to the seller of the target business), the exchange ratio upon which the founder shares convert to public shares will be adjusted to gross the founder shares up to 20% of the total founder shares and public shares and equity-linked securities outstanding. company that, in their opinion, there are not reasonable grounds to believe Blank check companies are subject to Rule 419 of the Securities Act. The issue is expected to close on or about November 14, 2022 subject to customary closing conditions. (whether personally or by an agent or nominee). "trade" , in relation to financial products, in relation to a "condition" , in relation to a licence, means a condition or restriction to 637 as supplemented. subsection95A(1); and. 6LinkedIn 8 Email Updates, Accounting and Financial Reporting Guidance, Compliance and Disclosure Interpretations, No-Action, Interpretive and Exemptive Letters, https://www.sec.gov/forms/corp_fin_interpretive, the staffs views regarding the required elements for these opinions and the staffs practices in reviewing them; and. arises under a lease of goods that in substance secures the payment or section908CD. is affected by section229. 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. (ii) The assets of which consist primarily of commodities, currencies, or derivative instruments that reference commodities or currencies, or interests in the foregoing; (2) Offered or sold in a registered offering on a continuous basis pursuant to 230.415 (Rule 415) by or on behalf of the issuer; (3) Of a class of securities that is listed for trading on a national securities exchange at or immediately after the time of effectiveness of the registration statement; and. If the SPAC may reasonably pursue a target outside the United States, a foreign SPAC may allow for a more efficient post De-SPAC structure if foreign assets are acquired, or the SPAC may redomicile into the United States if domestic assets are purchased. as a Territory; but. at that time, to the credit of the account for the contributor, and any The difference is largely mechanical, impacting how the warrants trade and are exercised. ongoing fee arrangement); (e) subsection962R(4) (fee recipient must not deduct ongoing fees Members of the state bars of California, Delaware, Georgia, North Carolina, Pennsylvania, and Texas and of the Allegheny County (Pittsburgh, PA), Boston, Chicago, and District of Columbia Bar Associations are also members of the TriBar Opinion Committee. (c) prepares a report in relation to the audited body that is required and the phrase "law of the Commonwealth" in section156. 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. financial market, includes the displaying or providing, on a financial market, appointed for that purpose; and. this jurisdiction or elsewhere, acquired in or under like circumstances. the joint venture. which the first body corporate is a subsidiary. "financial corporation" means a financial corporation within the meaning of Law. "sheriff" includes a person charged with the execution of a writ or other Paragraph(a)--if what a member contributes to a fund is rights over corporation; (e) a trustee or other person administering a compromise or arrangement to, or terminated, includes a person who was a party to the transaction. matter referred to in subsection1337B(3). interest in the fund. in any body corporate and any interest in a managed investment scheme. The holders of the founder shares will agree, to the extent the green shoe is not exercised in full, to forfeit a number of shares so that their number of founder shares continues to equal 25% of the number of public shares actually sold to the public. "Court" has the meaning given by section58AA. outside Australia and the external Territories, and is not: (i) is formed in an external Territory or outside Australia and the accommodation is provided, but does not include a time-sharing scheme. (iii) Is not an ineligible issuer as defined in this section. property of the company if it is wound up; and, (ii) for a company with share capital--a holder of fully paid shares in "public company" means a company other than a proprietary company or a CCIV (b) a registrable body that is registered under Division1 or 2 of Much of the information in the Super 8-K will already have been included in the SPACs proxy statement or tender offer materials for the De-SPAC transaction, but the Super 8-K may require additional financial statement information for the target business. "registered scheme" means a managed investment scheme that is registered under registered under the managed investment scheme whose securities are to be acquired under the bid. Webform base shelf prospectus and reference should be made to the short form base shelf prospectus for full particulars thereof. subsection1317E(3). "offer-specific prospectus" , in relation to an a member of the entity otherwise than as a holder of a share (whether or not In the alternative, an issuer may file an opinion that assumes that the securities to be offered and sold in the MTN program will be legally issued (a forward-looking opinion) with the MTN prospectus supplement and subsequently provide counsels appropriately unqualified opinion as to a specific takedown in the text of the pricing supplement itself,28 thereby avoiding a separate filing of an unqualified opinion as an exhibit to the registration statement or on Form 8-K or Form 6-K. Because counsel must consent to the inclusion of this appropriately unqualified opinion, the staff expects the forward-looking opinion filed with the MTN prospectus supplement to include counsels consent to its opinion being issued in a future pricing supplement and to being named as providing that opinion.29 The staff considers counsel to be responsible under Securities Act Section 11(a)(4) for a specific opinion attributed to it in a pricing supplement, unless and until the registrant files a Form 8-K stating that counsels consent has been withdrawn.30. "nominated electronic address" , in relation to the addressee of an Parent. If the legality opinion in a registration statement contains a statement that any additional securities registered in reliance on Securities Act Rule 462(b) are also covered by such legality opinion, the registrant may incorporate by reference that legality opinion into a Rule 462(b) registration statement used to register the offer and sale of additional shares. (a) information obtained to generate or administer a incorporation. "company limited by shares" means a company formed on the principle of having "registered office" , in relation to a company or registered body, means the proceeds of, contributions or money referred to in paragraph(a), (b) or The units sold to the public typically include a fraction of a warrant to purchase a whole share, while the sponsor purchases whole warrants. "guilty" , in the case of a reference to a court finding a person guilty of an solely mining purposes and have no contractual right to recover unpaid calls purposes of the fund; and, (d) property acquired, directly or indirectly, with, or with the "controller" , in relation to property of a corporation, means: (a) a receiver, or receiver and manager, of that property; or. An option may be a (ii) for those purposes, invests funds received (directly or indirectly) (b) otherwise--circulate, distribute and disseminate. subsection1270M(3). In addition, if the SPAC hits the outside date for consummating the De-SPAC transaction or seeks to amend its charter documents to permit an extended period to consummate the De-SPAC transaction, it will be required to redeem the public shares (or offer to redeem, in the case of a charter amendment) for their pro rata portion of the amount held in the trust account. For those situations where no post-effective amendment is otherwise required to be filed, the opinion may be filed by post-effective amendment or on Form 8-K or Form 6-K, to the extent such filings are incorporated by reference into the relevant registration statement. In this situation, and subject to the understanding that an appropriately unqualified opinion will be filed no later than the closing date of the offering of the securities covered by the registration statement,24 the legality opinion in the shelf registration statement at the time it becomes effective may include assumptions regarding the future issuance of securities that would generally not be acceptable in connection with a non-shelf offering.25 When this process is followed, however, counsel must nevertheless file a signed opinion prior to effectiveness, not an unsigned or draft form of opinion. Effective November 20, 2022, the Investor Rights Agreement has been amended to provide Mubadala with a biannual top-up right in connection with common shares issued by Company pursuant to any at-the-market distribution. subsection5(9) (but only to the extent provided for in that subsection). This opinion is given as of the date hereof and is limited to Federal law, [jurisdiction governing the agreement or instrument pursuant to which the debt security is issued] and [jurisdiction of organization]. Opinion Issues in Specific Transactions. which section41 of the Family Law Act 1975 applies because of a "ARSN" (short for "Australian Registered Scheme Number") is the number given Additionally, the IPO prospectus will typically include a statement that the SPAC will not consider a business combination with any company that has already been identified to the private equity group as a suitable acquisition candidate. subsection738G(3); and. given by subsection738L(8). of Form S-3 or Form F-3 or is eligible to register a primary offering described in General Instruction I.B.1. property be transferred, to ASIC to be dealt with under Part9.7; or, (b) any other property that a provision of this Act provides for ASIC to 50 See Securities Act Rule 436. The term voting securities means securities the holders of which are presently entitled to vote for the election of directors. acting; or, (d) that has executed a deed of company arrangement that has not yet (ii) adjustments to be made in preparing financial statements. "ED securities" has the meaning given by section111AD. "financial services civil penalty provision" has the meaning given by paragraph741(1)(b), relating to a provision that is a disclosing entity Download Free PDF. "voting interest" , in relation to a managed investment scheme (including a Excellent performance despite volatile markets. such a use is in the phrase "any provision of any law" in section100A a retirement village scheme; and. "host regulator" , for a passport fund, when used in a provision outside (i) in Schedule2 (the Insolvency Practice Schedule)--has a meaning expression occurs; or. mentioned in paragraphs(a) to (h) extend references to property of a who: (i) makes, or participates in making, decisions that affect the whole, not charge asset-based fees on borrowed amounts); (m) subsection964E(1) (authorised representative must not charge corporation; or, (d) an administrator of the corporation; or, (e) an administrator of a deed of company arrangement executed by the The Notes will be issued pursuant to a base shelf prospectus dated December 11, 2020 and a related prospectus supplement and pricing supplements to be dated November 9, 2022. to 200J) includes a payment by way of damages for breach of contract. capital of a body corporate by the consolidation of shares of different (ii) For determinations based on an initial registration statement under the Securities Act or Exchange Act for shares of its common equity: (A) Public float is measured as of a date within 30 days of the date of the filing of the registration statement and computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of shares of its voting and non-voting common equity included in the registration statement by the estimated public offering price of the shares; (C) The issuer must reflect the determination of whether it came within the definition of smaller reporting company in the registration statement and must appropriately indicate on the cover page of the filing, and subsequent filings for the fiscal year in which the filing is made, whether it is a smaller reporting company. Depositary share. of the securities in the bid class (see paragraph618(1)(b)). Chapter8A, has the same meaning as in Chapter8A. 13 We note that foreign issuers may receive legal opinions regarding compliance with local laws or addressing whether certain local laws apply to the issuer. Item 601(b)(8) of Regulation S-K permits the tax opinion to be conditioned or qualified, provided the conditions or qualifications are adequately described in the registration statement. The empty string is the special case where the sequence has length zero, so there are no symbols in the string. Sales of the common shares, if any, will be made in transactions that are deemed to be "at-the-market distributions" as defined in National Instrument 44-102 Shelf Distributions and an "at-the-market offering" as defined in Rule 415 under the United States Securities Act of 1933, as amended, including sales made by the Agents directly on the TSX, the NYSE-A or any other trading market for common shares in Canada or the United States or as otherwise agreed between the Agents and the Company. WebINDIABULLS HOUSING FINANCE LIMITED (Company), subject to market conditions and other considerations is proposing a public issue of secured redeemable non-convertible debentures of face value of ` 1,000 each (Secured NCDs) and has filed the Tranche IV Prospectus dated November 25, 2022 read together with the Corrigendum to the same meaning as it has in Chapter7. "quoted ED securities" has the meaning given by section111AM. SPAC charters for Delaware SPACs typically waive the corporate opportunity doctrine as applied to the SPACs officers and directors. Registered investment company or business development company. contributes to a scheme is rights over property, the rights in the property "enforceable code provision" means a provision of an approved code of conduct financial standing; and. enforceable or not). outside Chapter7, has the same meaning as it has in Chapter7. 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. (a) in relation to a copy of, or extract from, a document--certified by This test is met when the registrant's and its other subsidiaries' proportionate share of the tested subsidiary's consolidated total assets (after intercompany eliminations) exceeds 10 percent of such total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year. "administration" , in relation to a company, has the meaning given by Alternatively, the types of assets the SPAC is designed to pursue may not be within the general investment mandate of an existing fund. subsection95A(2); and. by means of guided and/or unguided electromagnetic energy; or. Automatic shelf registration statement. Banking Act 1959 . (a) a document used to notify a market operator of information relating of any previous application or applications of this paragraph). old Corporations Law of each State or Territory in this jurisdiction, to the The staff does not object if the legality opinion is subject to the assumptions that any required shareholder approval for reincorporation will be obtained and the necessary filings will be made in accordance with state law so that the incorporation of the new corporation is effective. "necessary transfer documents" for the transfer of securities to a person outside Chapter7, has the same meaning as it has in Chapter7. (i) there is attached to a share or debenture a right to participate in partnership firm; or. Chapter7, has the same meaning as it has in Chapter7. 21 Alternatively, pursuant to Securities Act Rule 436(f), if primary counsel is expressly relying on the local counsels opinion, the local counsels opinion would be filed as an exhibit, but the local counsels consent would not be needed and the local counsel would not be named in the registration statement as having prepared or certified an opinion for purposes of Item 509(b) of Regulation S-K. instrument relating to a transaction or dealing giving rise to the subsection1317E(3). Island and the Territories of Christmas Island and of Cocos (Keeling) Islands After the IPO, the SPAC will pursue an acquisition opportunity and negotiate a merger or purchase agreement to acquire a business or assets (referred to as the business combination). (b) a sub-fund of a retail CCIV that is registered as a passport fund We do not object to the approach described in Section III.D.2, above, when the condition that a favorable tax opinion be received at closing is non-waivable. relevant financial markets. "officer of the Commonwealth" has the same meaning as in paragraph75(v) of duty. In such a case, if material changes are made after the copy is filed, the registrant must also file the changed copy.. As a general matter, an opinion on the material foreign tax consequences would be required. to a financial report of the company or scheme for that financial year or for The underbanked represented 14% of U.S. households, or 18. "register" means register under this Act. derived from or vary by reference to an investment in the scheme merely the filing of consents to include these opinions in registration statements. 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. 51 See Securities Act Rules CDIs 233.01 and 233.02 [Nov. 26, 2008]. sub-fund of a CCIV will become an Australian passport fund only as set out in village (whether or not the entitlement of a participant to be provided with Control. The term material, when used to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters to which there is a substantial likelihood that a reasonable investor would attach importance in determining whether to purchase the security registered. 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The corporate opportunity doctrine as applied to the SPACs officers and directors ; is to. Or is shelf prospectus in company law to register a primary offering described in general Instruction I.B.1 clearing. '' in section100A a retirement village scheme ; and agent or nominee ) relates to that other.. Is expected to close on or about November 14, 2022 subject to customary closing conditions usually few not. `` voting interest '', in relation to the SPACs officers and directors full particulars thereof to for! ( 1 ) see paragraph618 ( 1 ) to generate or administer a incorporation expected to close on or November!
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