Acknowledgements and Agreements of the Purchaser. The Purchaser acknowledges and agrees as follows:
Acknowledgements and Agreements of the Purchaser. Purchaser acknowledges and agrees that:
(a) none of the Shares have been registered under the Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the decision to execute this Agreement and acquire the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of BSC and such decision is based entirely upon a review of any public information which has been filed by BSC with the Shares and Exchange Commission (the “SEC”) in compliance, or intended compliance, with applicable securities legislation;
(c) the Purchaser and the Purchaser’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from BSC in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about BSC;
(d) the books and records of BSC were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Purchaser, the Purchaser’s lawyer and/or advisor(s);
(e) BSC is entitled to rely on the representations and warranties of the Purchaser contained in this Agreement and the Purchaser will hold harmless BSC from any loss or damage it or they may suffer as a result of any inaccuracy therein;
(f) the Purchaser will indemnify and hold harmless BSC and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonab...
Acknowledgements and Agreements of the Purchaser. The Purchaser acknowledges and agrees that:
(a) he will not resell any of the Shares for a year after the Closing and, after that but prior to the third anniversary of the Closing, he will not sell shares representing 5% or more of the Common Stock outstanding to any party without the Company's consent, which will not be unreasonably withheld;
(b) prior to the third anniversary of the Closing, he will not acquire shares of Common Stock which would result in his owning more than 25% of the Common Stock then outstanding; and
(c) he acknowledges that the Shares are not registered under federal securities laws and he will comply with all applicable securities laws in connection with any future resale of Shares, including but not limited to the SEC's Rule 144, with which he has familiarized himself.
Acknowledgements and Agreements of the Purchaser. The Purchaser acknowledges and/or agrees as follows:
(a) the investment being made by the Purchaser to the Company is being made and is conditional upon such investment being exempt from the prospectus requirements under applicable securities legislation, and consequently (i) certain protections, rights and remedies provided by applicable securities legislation, including statutory rights of rescission or damages, will not be available to the Purchaser; (ii) the Purchaser may not receive information that might otherwise be required to be provided under such legislation; and (iii) the Company is relieved from certain obligations that would otherwise apply under such legislation;
(b) no securities commission, agency, governmental authority, stock exchange or other regulatory body has reviewed or passed on the merits of the investment;
(c) there are risks associated with the investment and the Purchaser is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by it of this Investor Loan Agreement and the Purchaser acknowledges that the Company’s counsel is acting solely as counsel to the Company and not as counsel to the Purchaser;
(d) in accepting this Investor Loan Agreement, the Company is relying upon the representations and warranties and acknowledgements of the Purchaser set out herein and the Purchaser hereby agrees to notify the Company immediately of any change in any representation, warranty, covenant or other information relating to the Purchaser contained in this Investor Loan Agreement;
(e) the Company is not a reporting issuer and gives no assurance that it will become a reporting issuer at any time;
(f) the Purchaser has not received or been provided with a prospectus, a registration statement, an offering memorandum, any document purporting to describe the business and affairs of the Company and prepared for review by prospective purchasers to assist in making said investment or similar document within the meaning of applicable securities legislation; and
Acknowledgements and Agreements of the Purchaser. The Purchaser on its own behalf and if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees as follows:
(a) the sale and delivery of the Flow-Through Shares to the Purchaser (or if applicable, to any person on whose behalf the Purchaser is acting hereunder) is being made and is conditional upon such sale and delivery being exempt from the prospectus requirements under applicable Securities Legislation, and as a consequence of acquiring the Flow-Through Shares pursuant to such prospectus exemptions: (i) certain protections, rights and remedies provided by the Securities Legislation, including statutory rights of rescission or damages, will not be available to the Purchaser; (ii) the Purchaser may not receive information that might otherwise be required to be provided under such legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under such legislation;
(b) there are risks associated with the purchase of the Flow-Through Shares and there is no governmental or other insurance covering the Flow-Through Shares and no securities commission, agency, governmental authority, stock exchange or other regulatory body has reviewed or passed on the merits of the Flow-Through Shares;
(c) the Purchaser is solely responsible for obtaining such financial, legal and tax advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder;
(d) in accepting this Subscription Agreement, the Issuer is relying upon the representations and warranties and acknowledgements of the Purchaser set out herein including, without limitation, in connection with determining the eligibility of the Purchaser or (if applicable) the eligibility of others on whose behalf the Purchaser is acting hereunder, to purchase the Flow-Through Shares under the applicable Securities Legislation and the Purchaser hereby agrees to notify the Issuer immediately of any change in any representation, warranty, covenant or other information relating to the Purchaser or the beneficial purchaser contained in this Subscription Agreement which takes place prior to Closing;
(e) the Flow-Through Shares are subject to the terms, conditions and provisions of this Subscription Agreement (including the schedules hereto) and the constating documents of the Issuer and that copies of such documents, once executed, will be made available to th...
Acknowledgements and Agreements of the Purchaser. The Purchaser understands that: (i) the Purchased Common Stock has not been and will not be registered under the Securities Act or any U.S. state or non-U.S. securities laws; (ii) such Purchaser agrees that if he decides to offer, sell or otherwise transfer any of the Purchased Common Stock, such Common Stock may be offered, sold or otherwise transferred only: (A) pursuant to an effective registration statement under the Securities Act; (B) to the Company; (C) outside the United States in accordance with Regulation S under the Securities Act and in compliance with local laws; or (D) within the United States (1) in accordance with the exemption from registration under the Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, or (2) in a transaction that does not require registration under the Securities Act or applicable state securities laws.
Acknowledgements and Agreements of the Purchaser. The Purchaser, on behalf of itself and any principal for whom it is acting as agent, represents and warrants that its decision to purchase Notes has been based solely on the Offering Memorandum and not on any oral or written representation made by or on behalf of any of the Agents or the Corporation, and acknowledges and agrees that:
