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Contract analysis / sc-10b5-negative-assurance-letter.docx
sc-10b5-negative-assurance-letter.docx
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1. Documents Reviewed and Scope of Participation
Medium
⚑ Liability cap to check against exposure
1. Documents Reviewed and Scope of Participation In connection with the preparation and delivery of this letter, we have reviewed the following documents and participated in the following procedures: 1.1 Registration Statement We have reviewed the Registration Statement on Form F-3 (File No. 333-278415) of the Company, originally filed with the Securities and Exchange Commission (the "SEC" or the "Commission") on Aug
2. Limitations and Qualifications
Medium
⚑ Forum / governing law
2. Limitations and Qualifications The negative assurance statements set forth in Sections 3 and 4 below are subject to the following limitations and qualifications: 2.1 Nature of Negative Assurance This letter is not to be construed as a guarantee, warranty, or assurance of any kind regarding the accuracy, completeness, or fairness of the Registration Statement, the Prospectus, or the Incorporated Documents, or any p
3. Negative Assurance Statement (Registration Statement)
Medium
⚑ Forum / governing law
3. Negative Assurance Statement (Registration Statement) Subject to the limitations, qualifications, and exclusions set forth in this letter, including those described in Section 2 above, and based upon and subject to our participation in the preparation of the Registration Statement and our review, discussion, conferences, and other procedures described in Section 1 above (which procedures do not constitute an audit
4. Negative Assurance Statement (Prospectus Supplement and Prospectus)
Medium
⚑ Forum / governing law
4. Negative Assurance Statement (Prospectus Supplement and Prospectus) Subject to the limitations, qualifications, and exclusions set forth in this letter, including those described in Section 2 above, and based upon and subject to our participation in the preparation of the Prospectus Supplement and our review, discussion, conferences, and other procedures described in Section 1 above (which procedures do not consti
5. Additional Limitations and Disclaimers
Medium
⚑ Forum / governing law
5. Additional Limitations and Disclaimers 5.1 Securities Act Reference The negative assurance statements set forth in Sections 3 and 4 above are rendered with reference to Section 11 and Section 12(a)(2) of the Securities Act, and Rule 10b-5 promulgated under the Exchange Act. This letter is commonly referred to as a "10b-5 letter" or "negative assurance letter" and is rendered in accordance with the customary practi
6. Reliance and Distribution Restrictions
Medium
⚑ Forum / governing law
6. Reliance and Distribution Restrictions This letter is furnished solely for the benefit of Meridian Zanthor & Co. in its capacity as Underwriter in connection with the Offering, and may not be relied upon by any other person or entity or for any purpose other than in connection with the closing of the Offering on the date hereof, without our prior written consent. This letter may not be quoted, referred to, summari