Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that: (a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 pursuant to an effective registration statement under the 1933 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 securities laws; (b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation; (c) the Subscriber has received and carefully read this Agreement; (d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation; (e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; (f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. (g) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions; (h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board; (i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators; (k) there is no government or other insurance covering any of the Shares; (l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and (m) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 9 contracts
Samples: Debt Settlement and Subscription Agreement, Debt Settlement and Subscription Agreement (RVPlus Inc.), Debt Settlement and Subscription Agreement (RVPlus Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 any applicable state securities and provincial laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or qualify any other applicable of the Shares under any state or provincial securities legislationlaws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationCompany;
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the issuance thereof, and until such time as Offering have been made available for inspection by the same is no longer required under the applicable securities laws and regulationsSubscriber, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”Subscriber's attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(hj) there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
(k) the Company is a “private issuer” as that term is defined in Multilateral Instrument (“MI 45-103”), except that currently certain market makers make market in as adopted by the shares of common stock British Columbia Securities Commission, and as such:
(i) the securities of the Company cannot be transferred without the previous consent of the Company’s board of directors, expressed by resolution of the board, at their sole discretion; and
(ii) there are restrictions on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Boardnumber of shareholders of the Company;
(il) the Subscriber is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(m) the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(n) the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation;
(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jp) no documents in connection with the sale of the Shares hereunder Offering have been reviewed by the SEC or any state securities administrators;
(kq) there is no government or other insurance covering any of the Shares;
(lr) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(s) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mt) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 8 contracts
Samples: Private Placement Subscription Agreement (Technology Publishing, Inc.), Private Placement Subscription Agreement (Surge Enterprises, Inc.), Private Placement Subscription Agreement (Here Enterprises, Inc.)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) by completing the Questionnaire, the Subscriber has received is representing and carefully read this Agreementwarranting that the Subscriber satisfies one of the categories of registration and prospectus exemptions provided for in National Instrument 45-106 ("NI 45-106") adopted by the Canadian Securities Administrators (the "CSA");
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely solely upon a review of any public publicly available information which has been filed by regarding the Company with available on the website of the United States Securities and Exchange Commission (the "SEC") in compliance, or intended compliance, with applicable securities legislationavailable at xxx.xxx.xxx (the "Company Information");
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business and that all documents, records and until such time as books pertaining to this Offering have been made available for inspection by the same is no longer required under the applicable securities laws and regulationsSubscriber, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”Subscriber's attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) by execution hereof the Subscriber has been advised waived the need for the Company to consult communicate its acceptance of the Subscriber's own legal, tax and other advisors with respect to the merits and risks purchase of an investment in the Shares and with respect pursuant to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionsthis Subscription Agreement;
(h) none the Company is entitled to rely on the representations and warranties and the statements and answers of the Shares are listed on any stock exchange or automated dealer quotation system Subscriber contained in this Subscription Agreement and no representation has been made to the Questionnaire and the Subscriber that will hold harmless the Company from any loss or damage it may suffer as a result of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in Subscriber's failure to correctly complete this Subscription Agreement and the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin BoardQuestionnaire;
(i) neither the SEC nor Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein, the Questionnaire or in any other securities commission document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or similar regulatory authority has reviewed any breach or passed on failure by the merits of Subscriber to comply with any covenant or agreement made by the SharesSubscriber to the Company in connection therewith;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(l) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(n) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) the Company has advised the Subscriber that, if the Subscriber is a Canadian resident, the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided, including statutory rights of rescission or damages, will not be available to the Subscriber;
(p) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities;
(q) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(r) there is no government or other insurance covering any of the Securities; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 8 contracts
Samples: Private Placement Subscription Agreement (Wolverine Technologies Corp.), Private Placement Subscription Agreement (Wolverine Technologies Corp.), Private Placement Subscription Agreement (Wolverine Exploration Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 any applicable state securities and provincial laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or qualify any other applicable of the Shares under any state or provincial securities legislationlaws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationCompany;
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the issuance thereof, and until such time as Offering have been made available for inspection by the same is no longer required under the applicable securities laws and regulationsSubscriber, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”Subscriber's attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(hj) there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
(k) the Company is a "private issuer" as that term is defined in Multilateral Instrument ("MI 45-103"), except that currently certain market makers make market in as adopted by the shares of common stock British Columbia Securities Commission, and as such:
(i) the securities of the Company cannot be transferred without the previous consent of the Company's board of directors, expressed by resolution of the board, at their sole discretion; and
(ii) there are restrictions on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Boardnumber of shareholders of the Company;
(il) the Subscriber is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(m) the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(n) the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation;
(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jp) no documents in connection with the sale of the Shares hereunder Offering have been reviewed by the SEC or any state securities administrators;
(kq) there is no government or other insurance covering any of the Shares;
(lr) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(s) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mt) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 7 contracts
Samples: Private Placement Subscription Agreement (Metasun Enterprises Inc), Private Placement Subscription Agreement (Broad Scope Enterprises Inc), Private Placement Subscription Agreement (Broad Scope Enterprises Inc)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been or will be registered under the U.S. Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United StatesStates and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonsPerson, as that term is defined in Regulation S under “S” (“Regulation “S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 Act ("Regulation S")Act, except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase the Shares hereunder Securities has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely solely upon a review of any public information which has been filed provided by the Company with in this document (the Securities and Exchange Commission ("SECCompany Information") in compliance, or intended compliance, with applicable securities legislation;).
(ed) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(e) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Securities pursuant to this Subscription Agreement;
(f) upon the issuance thereof, Company is entitled to rely on the representations and until such time as warranties and the same is no longer required under the applicable securities laws statements and regulations, the certificates representing any answers of the Shares Subscriber contained in this Subscription Agreement and the Subscriber will bear hold harmless the Company from any loss or damage it may suffer as a legend in substantially result of the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Subscriber's failure to correctly complete this Subscription Agreement;
(g) the Subscriber has been advised to consult will indemnify and hold harmless the Subscriber's own legalCompany and, tax where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein or in any other advisors with respect document furnished by the Subscriber to the merits and risks of an investment Company in connection herewith, being untrue in any material respect or any breach or failure by the Shares and Subscriber to comply with respect any covenant or agreement made by the Subscriber to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionsconnection therewith;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(i) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(j) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(k) the Subscriber is not a U.S. Person (as defined in Regulation S), is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Securities as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(l) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(m) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies, including statutory rights of rescission or damages, will not be available to the Subscriber;
(n) the Securities are not listed on any stock exchange and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange;
(o) neither the SEC, nor any other securities regulatory authority has reviewed or passed on the merits of the Securities;
(p) no documents in connection with this Offering have been reviewed by the SEC, nor by any other state securities administrators;
(q) there is no government or other insurance covering any of the Securities; and
(mr) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 6 contracts
Samples: Private Placement Subscription Agreement (Quint Media Inc.), Private Placement Subscription Agreement (Quint Media Inc.), Private Placement Subscription Agreement (Quint Media Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under the Securities Act of 1933 (the “1933 Act”), or under any state securities or "“blue sky" ” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state securities laws;
(b) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this AgreementAct;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information (the “Company Information”) which has been filed provided by the Company with to the Securities Subscriber. If the Company has presented a business plan or any other type of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and Exchange Commission ("SEC") any projections or predictions contained in compliance, any such documents may not be achieved or intended compliance, with applicable securities legislationbe achievable;
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the Subscriber;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business and that all documents, records and until such time as books pertaining to this Offering have been made available for inspection by the same is no longer required under the applicable securities laws and regulationsSubscriber, the certificates representing any Subscriber's attorney and/or advisor(s);
(g) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.pursuant to this Subscription Agreement;
(gh) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and in the Questionnaire, and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Subscriber has been advised to consult the Subscriber's its own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(hl) none of the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the National Association of Securities Dealers Inc.'s OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(im) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jn) no documents in connection with the sale of the Shares hereunder this Offering have been reviewed by the SEC or any state securities administrators;
(ko) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(mp) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason.
Appears in 6 contracts
Samples: Private Placement Subscription Agreement (Tombstone Exploration Corp), Private Placement Subscription Agreement (Tombstone Exploration Corp), Private Placement Subscription Agreement (Tombstone Exploration Corp)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 federal securities laws;
(b) except as provided in this Subscription Agreement, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company (the “Public Record”) with the Securities and Exchange Commission ("the “SEC"”);
(d) in compliance, neither the SEC nor any other securities commission or intended compliance, with applicable securities legislationsimilar regulatory authority has reviewed or passed on the merits of the Shares;
(e) there is no government or other insurance covering any of the Securities;
(f) there are risks associated with an investment in the Securities;
(g) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements;
(h) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fi) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the issuance thereof, Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) none of the Securities are listed on any stock exchange or automated dealer quotation system and until such time as no representation has been made to the same is no longer required under the applicable securities laws and regulations, the certificates representing Subscriber that any of the Shares Securities will bear become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a legend in substantially market for the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Company’s common shares on the FINRA’s OTC Bulletin Board;
(gk) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and federal securities laws;
(l) the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and federal securities laws;
(m) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mn) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 6 contracts
Samples: Private Placement Subscription Agreement (Midwest Oil & Gas Inc.), Private Placement Subscription Agreement (Bespoke Tricycles Inc), Private Placement Subscription Agreement (Midwest Oil & Gas Inc.)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “"1933 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 1933 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 securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the issuance of the Shares hereunder have been made available for inspection by the Subscriber and the Subscriber's attorney and/or advisor(s);
(g) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement and the Questionnaire and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Agreement or the Questionnaire;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, in the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, ACCORDINGLYUNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
(gj) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of any of the Shares hereunder, and
(ii) applicable resale restrictions;
(hk) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(il) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(m) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no Shares or has reviewed any documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administratorshereunder;
(kn) there is no government or other insurance covering any of the Shares;
(lo) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(p) the statutory and regulatory basis for the exemption claimed for the offer and issuance of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mq) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 5 contracts
Samples: Debt Settlement and Subscription Agreement (Rafina Innovations Inc.), Debt Settlement and Subscription Agreement (HCi Viocare), Debt Settlement and Subscription Agreement (HCi Viocare)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion of the Note (the Note and the Shares may be hereinafter referred to collectively as the “Securities”) have been or will be registered under the Securities Act of 1933 (the “1933 Act”), or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, none of them may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonsPerson, 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 1933 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 securities laws;
(b) the Company has not undertakenundertaken to, and will have no obligationobligation to, to register the Securities, or any of the Shares them, under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Shares Note hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public information which has been filed on the XXXXX database maintained by the Company with the U.S. Securities and Exchange Commission ("the “SEC"”) in compliance, or intended compliance, with applicable securities legislationat xxx.xxx.xxx;
(e) there are risks associated with an investment in the Subscriber Company including, by way of example and not in limitation, the Subscriberspecific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at xxx.XXX.xxx;
(f) it and its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares Note hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(fg) upon all information which the issuance thereofSubscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and until if there should be any change in such time as information prior to this Subscription Agreement being executed by the same is no longer required under the applicable securities laws and regulationsCompany, the certificates representing any Subscriber will immediately provide the Company with such information;
(h) the Company is entitled to rely on the representations and warranties of the Shares Subscriber contained in this Subscription Agreement and the Subscriber will bear hold the Company harmless from any loss or damage it may suffer as a legend in substantially result of the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Subscriber’s failure to correctly complete this Subscription Agreement;
(gi) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(hj) none of the Shares Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock Shares of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin BoardBoard operated by the Financial Industry Regulatory Authority (“FINRA”);
(ik) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, below, or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(l) the Subscriber is not acquiring the Note as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the 0000 Xxx) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(m) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws;
(n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(jo) no documents in connection with the sale of the Shares Note hereunder have been reviewed by the SEC or any state securities administrators;
(kp) there is no government or other insurance covering any of the SharesSecurities;
(lq) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(r) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is not a resident of either the United States or Canada and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation; and
(ms) this Agreement the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Note, although in technical compliance with Regulation S, would not be available if the offering is not enforceable by part of a plan or scheme to evade the Subscriber unless it has been accepted by registration provisions of the Company1933 Act or any applicable state securities laws; .
Appears in 5 contracts
Samples: Subscription Agreement (Toron Inc.), Subscription Agreement (Vapor Hub International Inc.), Subscription Agreement (Mokita, Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 federal securities laws;
(b) except as provided in this Subscription Agreement, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company (the “Public Record”) with the Securities and Exchange Commission ("the “SEC"”);
(d) in compliance, neither the SEC nor any other securities commission or intended compliance, with applicable securities legislationsimilar regulatory authority has reviewed or passed on the merits of the Units;
(e) there is no government or other insurance covering any of the Securities;
(f) there are risks associated with an investment in the Securities;
(g) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Shares and/or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements;
(h) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fi) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the issuance thereof, Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) none of the Securities are listed on any stock exchange or automated dealer quotation system and until such time as no representation has been made to the same is no longer required under the applicable securities laws and regulations, the certificates representing Subscriber that any of the Shares Securities will bear become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a legend in substantially market for the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Company’s common shares on the NASD’s OTC Bulletin Board;
(gk) the Company will refuse to register any transfer of the Shares and/or Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and federal securities laws;
(l) the statutory and regulatory basis for the exemption claimed for the offer of the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and federal securities laws;
(m) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Units and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;Units hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mn) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 5 contracts
Samples: Private Placement Subscription Agreement (Lusora Healthcare Systems Inc.), Private Placement Subscription Agreement (Lusora Healthcare Systems Inc.), Private Placement Subscription Agreement (Fox Petroleum Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or or, except as otherwise expressly set forth in this Agreement, will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities laws;
(b) other than as set out herein, the Company has not undertakenundertaken to, and will have no obligationobligation to, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber it has received and carefully read this Subscription Agreement;
(d) if the Subscriber is a resident of Canada, by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is not a resident of the United States and that the subscriber is an “Accredited Investor”, as that term is defined in National Instrument 45-106, as adopted by the British Columbia Securities Commission;
(e) no prospectus or offering memorandum within the meaning of the securities laws has been delivered to, summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Company;
(f) the decision to execute this Subscription Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public information which has been filed on the XXXXX database maintained by the Company with the U.S. Securities and Exchange Commission ("the “SEC"”) at xxx.xxx.xxx;
(g) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined in compliance, or intended compliance, with contemplated by applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including, by way of example and not in limitation, advertisement in any printed media of general and regular circulation or on radio or television with respect to the distribution of the Shares;
(eh) the Subscriber it and the Subscriber’s its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(fi) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business and that all documents, records and until such time as books in connection with the same is no longer required under the applicable securities laws and regulations, the certificates representing any sale of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”hereunder have been made available for inspection by him and his attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(gj) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(k) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(l) if the Subscriber is a resident of Canada, the Company has advised the Subscriber that the Company is relying on an exemption from the requirements of the regulatory authorities in Canada requiring that the Company provide the Subscriber with a prospectus and sell the Shares to the Subscriber through a person registered to sell securities under the securities laws of the Canadian Province where the Subscriber resides and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the securities laws of that Canadian Province, including statutory rights of rescission or damages, will not be available to the Subscriber;
(m) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial Shares laws or under an exemption from such registration requirements;
(n) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(o) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state or provincial securities laws;
(p) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions;
(hq) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group National Association of Securities Dealers, Inc.’s Over-the-Counter OTC Bulletin Board;
(ir) if the Subscriber is a resident of Canada, in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102;
(s) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws;
(t) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(ju) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(kv) there is no government or other insurance covering any of the Shares;
(lw) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(mx) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 5 contracts
Samples: Private Placement Subscription Agreement (Jammin Java Corp.), Private Placement Subscription Agreement (Jammin Java Corp.), Private Placement Subscription Agreement (Ayers Exploration Inc.)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely solely upon a review of any public information which has been filed regarding the Company provided by the Company with to the Securities and Exchange Commission Subscriber (the "SECCompany Information") in compliance, or intended compliance, with applicable securities legislation);
(ed) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(e) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s);
(f) upon by execution hereof the issuance thereof, and until such time as Subscriber has waived the same is no longer required under need for the applicable securities laws and regulations, Company to communicate its acceptance of the certificates representing any purchase of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.pursuant to this Subscription Agreement;
(g) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(j) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions;
(hk) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(m) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the expiration of a period of one year after the date of original issuance of the Shares;
(n) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(ip) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
(jq) no documents in connection with the sale of the Shares hereunder this Offering have been reviewed by the SEC or any state securities administrators;
(kr) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 5 contracts
Samples: Private Placement Subscription Agreement (Axiom Corp.), Private Placement Subscription Agreement (American Graphite Technologies Inc.), Private Placement Subscription Agreement (Chang-on International, Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) the Subscriber has received and read a copy of the Offering Memorandum and this Subscription Agreement;
(b) there is no market for the Shares and that no market for the Shares may ever exist;
(c) the Subscriber is aware that an investment in the Shares is speculative and involves certain risks, including the possible loss of the investment;
(d) the Subscriber understands and agrees that the Corporation and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and any undertakings, questionnaires and other doucments completed herewith, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Corporation;
(e) any transfer, resale or other subsequent disposition of the Shares will be subject to restrictions set out by the Corporation and may be subject to restrictions contained in the Legislation applicable to the holder of the Shares or to the proposed transferee, including, but not limited to, resale restrictions under the Legislation, as applicable;
(f) the Corporation is not a reporting issuer in any province or territory of Canada and, accordingly, any applicable hold periods under the Legislation may never expire, and the Shares may be subject to restrictions on resale for an indefinite period of time;
(g) the Subscriber consents to the placement of a legend or legends on any certificate or other document evidencing any of the Shares setting forth or referring to the restrictions on transferability and sale thereof contained in this Subscription Agreement and the Corporation, with such legend(s) to be substantially as follows: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) THE ISSUANCE DATE, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”
(h) no person has made to the undersigned any written or oral representations:
(i) that any person will resell or repurchase the Shares;
(ii) that any person will refund the Subscription Price for the Shares other than as provided in this Subscription;
(iii) as to the future price or value of the Shares; or
(iv) that the Shares will be listed and posted for trading on a stock exchange, that application has been made to list and post the Shares for trading on a stock exchange, or that application has been made to list and post the Shares for trading on a stock exchange;
(i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) by execution hereof the Subscriber has waived the need for the Corporation to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;
(k) the Subscriber will indemnify and hold harmless the Corporation, the Manager and their respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever arising out of or based upon any representation or warranty of the Subscriber contained herein, any questionnaire or in any other document furnished by the Subscriber to the Corporation in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Corporation in connection therewith;
(l) the Subscriber has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions and it is solely responsible (and the Corporation is in no way responsible) for compliance with applicable resale restrictions;
(m) there is no government or other insurance covering any of the Shares;
(n) none of the Shares have been or will be registered under the United States Securities Act of 1933 1933, as amended (the “1933 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 any U.S. Persons, Person (as that term is defined in Rule 902 of Regulation S (defined below)), except in accordance with the provisions of Regulation S under the 1933 Act ("“Regulation S"”), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable securities laws;
(bo) the Company Corporation has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(cp) the Subscriber has received and carefully read this Agreement;
(d) Corporation will refuse to register the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf transfer of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear to a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised U.S. Person or to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment a person in the Shares United States not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance each case in accordance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companylaws; and
(mq) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the CompanyCorporation, and the Subscriber acknowledges and agrees that the Corporation reserves the right to reject any Subscription for any reason.
Appears in 5 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) by completing the Questionnaire, the Subscriber has received is representing and carefully read this Agreementwarranting that the Subscriber satisfies one of the categories of registration and prospectus exemptions provided for in National Instrument 45-106 ("NI 45-106") adopted by the Canadian Securities Administrators (the "CSA");
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely solely upon a review of any public publicly available information which has been filed by regarding the Company with available on the website of the United States Securities and Exchange Commission (the "SEC") in compliance, or intended compliance, with applicable securities legislationavailable at xxx.xxx.xxx (the "Company Information");
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business and that all documents, records and until such time as books pertaining to this Offering have been made available for inspection by the same is no longer required under the applicable securities laws and regulationsSubscriber, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”Subscriber's attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) by execution hereof the Subscriber has been advised waived the need for the Company to consult communicate its acceptance of the Subscriber's own legal, tax and other advisors with respect to the merits and risks purchase of an investment in the Shares and with respect pursuant to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionsthis Subscription Agreement;
(h) none the Company is entitled to rely on the representations and warranties and the statements and answers of the Shares are listed on any stock exchange or automated dealer quotation system Subscriber contained in this Subscription Agreement and no representation has been made to the Questionnaire and the Subscriber that will hold harmless the Company from any loss or damage it may suffer as a result of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in Subscriber's failure to correctly complete this Subscription Agreement and the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin BoardQuestionnaire;
(i) neither the SEC nor Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein, the Questionnaire or in any other securities commission document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or similar regulatory authority has reviewed any breach or passed on failure by the merits of Subscriber to comply with any covenant or agreement made by the SharesSubscriber to the Company in connection therewith;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(l) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(n) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) the Company has advised the Subscriber that, if the Subscriber is a Canadian resident, the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided, including statutory rights of rescission or damages, will not be available to the Subscriber;
(p) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities;
(q) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(r) there is no government or other insurance covering any of the Securities; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 5 contracts
Samples: Private Placement Subscription Agreement (Wolverine Resources Corp.), Private Placement Subscription Agreement (Wolverine Resources Corp.), Private Placement Subscription Agreement (Wolverine Technologies Corp.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none Neither the Note nor the shares of common stock ("SHARES") that may be issued upon a conversion of the Note (the Note and the Shares may be hereinafter referred to collectively as the "SECURITIES") have been or will be registered under the Securities Act of 1933 (the “1933 Act”), or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, none of them may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonsPerson, as that term is defined in Regulation S under the 1933 Act ("Regulation REGULATION S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 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 securities laws;
(b) the Company has not undertakenundertaken to, and will have no obligationobligation to, to register the Securities, or any of the Shares them, under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Shares Note hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public information which has been filed on the EDGAR database maintained by the Company with the U.S. Securities and Exchange Exxxxxxe Commission (the "SEC") in compliance, or intended compliance, with applicable securities legislationat www.sec.gov;
(e) there are risks associated with an inxxxxxxxx xn the Subscriber Company including, by way of example and not in limitation, the Subscriber’s specific risks identified in the Company's most recent periodic reports filed with the SEC and available for viewing at the SEC's website at www.SEC.gov;
(f) it and its advisor(s) have had a reasonable opportunity reasoxxxxx xxxxrtunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares Note hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(fg) upon all information which the issuance thereofSubscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and until if there should be any change in such time as information prior to this Subscription Agreement being executed by the same is no longer required under the applicable securities laws and regulationsCompany, the certificates representing any Subscriber will immediately provide the Company with such information;
(h) the Company is entitled to rely on the representations and warranties of the Shares Subscriber contained in this Subscription Agreement and the Subscriber will bear hold the Company harmless from any loss or damage it may suffer as a legend in substantially result of the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Subscriber's failure to correctly complete this Subscription Agreement;
(gi) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(hj) none of the Shares Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock Shares of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin BoardBoard operated by the Financial Industry Regulatory Authority ("FINRA");
(ik) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 0, below, or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(l) the Subscriber is not acquiring the Note as a result of, and will not itself engage in, any "directed selling efforts" (as that term is defined in Regulation S under the 1933 Act) in the United States in respect of the Secuxxxxxx which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(m) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws;
(n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(jo) no documents in connection with the sale of the Shares Note hereunder have been reviewed by the SEC or any state securities administrators;
(kp) there is no government or other insurance covering any of the SharesSecurities;
(lq) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(r) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is not a resident of either the United States or Canada and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation; and
(ms) this Agreement the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Note, although in technical compliance with Regulation S, would not be available if the offering is not enforceable by part of a plan or scheme to evade the Subscriber unless it has been accepted by registration provisions of the Company1933 Act or any applicable state securities laws; .
Appears in 4 contracts
Samples: Subscription Agreement (Norstra Energy Inc), Subscription Agreement (Norstra Energy Inc), Subscription Agreement (Global Stevia Corp.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares, Warrants or Warrant Shares have been or will be registered under the Securities Act of 1933 1933, as amended (the “1933 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 sold or sold transferred except in accordance with the United States orprovisions of Regulation S, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S promulgated under the 1933 Act ("“Regulation S"”), except pursuant to an effective registration statement under the 1933 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 local securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares, Warrants or Warrant Shares under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Shares Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public the information which has been filed by the Company with the Unites States Securities and Exchange Commission ("SEC"the “SEC Filings”);
(d) in compliance, no securities commission or intended compliance, with applicable securities legislationsimilar regulatory authority has reviewed or passed on the merits of the Units;
(e) there are risks associated with an investment in the Units, as described in the SEC Filings;
(f) the Subscriber has not acquired the Units as a result of, and will not itself, directly or indirectly, engage in any “directed selling efforts” (as defined in Regulation S) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Units; provided, however, that the Subscriber may sell or otherwise dispose of the Units pursuant to registration thereof under the 1933 Act, pursuant to Regulation S, or under an exemption from such registration requirements;
(g) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance purchase of the Shares Units hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon , necessary to verify the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any accuracy of the Shares will bear a legend in substantially information about the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionsCompany;
(h) none the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the Shares are not listed on any stock exchange or automated dealer quotation system (other than the U.S. Over the Counter Bulletin Board (“OTC BB”)) and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the system (other than OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesBB);
(j) no documents the Company will refuse to register any transfer of the Units not made in connection accordance with the sale provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the Shares hereunder have been reviewed by the SEC or any 1933 Act and in accordance with applicable state and local securities administratorslaws;
(k) there is no government or other insurance covering any the statutory and regulatory basis for the exemption claimed for the offer of the SharesUnits, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;
(l) the issuance Subscriber has been advised by the Company to consult the Subscriber's own legal, tax and sale of the Shares other advisors with respect to the Subscriber will not be completed if it would be unlawful or if, merits and risks of an investment in the discretion of Units and with respect to applicable resale restrictions, and the Subscriber is solely responsible (and the Company acting reasonably, it is not in the best interests any way responsible) for compliance with:
(i) any applicable laws of the Companyjurisdiction in which the Subscriber is resident in connection with the distribution of the Units hereunder, and
(ii) applicable resale restrictions; and
(m) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (Traceguard Technologies, Inc.), Private Placement Subscription Agreement (Traceguard Technologies, Inc.), Private Placement Subscription Agreement (Traceguard Technologies, Inc.)
Acknowledgements of Subscriber. 7.1 6.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of this Subscription Agreement and any public information which has been filed by the Company with the Securities and Exchange Commission ("“SEC"”) in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(gd) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(he) none of the Shares Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin BoardBoard operated by the Financial Industry Regulatory Authority (“FINRA”);
(if) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 7.2, below, or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(g) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(jh) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(ki) there the Subscriber is no government or other insurance covering any purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is not a resident of United States and, as a consequence:
(i) is restricted from using most of the Sharescivil remedies available under U.S. securities legislation,
(ii) may not receive information that would otherwise be required to be provided under U.S. securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under U.S. securities legislation;
(lj) the issuance statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares to the Subscriber will Securities, although in technical compliance with Regulation S, would not be completed available if it would be unlawful the offering is part of a plan or if, in scheme to evade the discretion registration provisions of the Company acting reasonably, it is not in the best interests of the Company1933 Act; and
(mk) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 4 contracts
Samples: Subscription Agreement (Blue Sky Petroleum Inc.), Subscription Agreement (Coronado Corp.), Subscription Agreement (Eden Energy Corp)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 any applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or to qualify any other applicable of the Shares under any state or provincial securities legislationlaws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationCompany;
(e) by execution hereof the Subscriber and has waived the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from need for the Company in connection with to communicate its acceptance of the issuance purchase of the Shares hereunder, and pursuant to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expensethis Subscription Agreement;
(f) upon the issuance thereof, Company is entitled to rely on the representations and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any warranties of the Shares Subscriber contained in this Subscription Agreement and the Subscriber will bear hold harmless the Company from any loss or damage it or they may suffer as a legend in substantially result of the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Subscriber's failure to correctly complete this Subscription Agreement;
(g) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(h) the Subscriber has been advised to consult the Subscriber's his own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(hi) there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except ;
(j) the Company is a "private issuer" as that currently certain market makers make market term is defined in the shares of common stock Securities Act (British Columbia), and as such, the securities of the Company are subject to restrictions on transfer. Accordingly, the OTC Markets Group Inc.’s Over-the-Counter Bulletin Shares cannot be transferred without the prior consent of the Company's directors expressed by resolution of the Board, at the sole discretion of the directors;
(ik) the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation;
(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jm) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(kn) there is no government or other insurance covering any of the Shares;
(lo) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(p) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mq) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (Medical Exchange Inc.), Private Placement Subscription Agreement (Genemen Inc.), Private Placement Subscription Agreement (Intervia Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation(except as may be set forth herein);
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review Company;
(d) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationShares;
(e) there is no government or other insurance covering any of the Shares;
(f) there are risks associated with an investment in the Shares;
(g) if the Subscriber is a resident of Ontario, the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under the Securities Act (Ontario) (the “Ontario Act”) and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(h) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fj) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsShares hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber's lawyer and/or advisor(s);
(k) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will bear become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a legend in substantially market for the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Company's common shares on the NASD's OTC Bulletin Board;
(gm) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the Securities Commissions in Canada;
(n) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;
(o) the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;
(p) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mq) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (Tombstone Exploration Corp), Private Placement Subscription Agreement (Tombstone Exploration Corp), Private Placement Subscription Agreement (Tombstone Exploration Corp)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 any applicable state securities and provincial laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or qualify any other applicable of the Shares under any state or provincial securities legislationlaws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationCompany;
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the issuance thereof, and until such time as Offering have been made available for inspection by the same is no longer required under the applicable securities laws and regulationsSubscriber, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”Subscriber's attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(hj) there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
(k) the Company is a "private issuer" as that term is defined in Multilateral Instrument 45-103 ("MI 45-103"), except that currently certain market makers make market as adopted by the British Columbia Securities Commission, a "closed company" as such term is defined in the shares of common stock Securities Act (Quebec) (the "Quebec Act"), and a "closely-held issuer" as such term is defined in Rule 45-501, as adopted by the Ontario Securities Commission, and, as such:
(i) the securities of the Company cannot be transferred without the previous consent of the Company's board of directors, expressed by resolution of the board, at their sole discretion; and
(ii) there are restrictions on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Boardnumber of shareholders of the Company;
(il) as a "closed company" for the purposes of the Quebec Act, the bylaws of the Company prohibit the Company from offering any of its securities to the public, and such prohibition may restrict the ability of the Company to raise additional capital until such time that the bylaws are amended to remove such prohibition;
(m) the Subscriber is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(n) the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(o) the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation;
(p) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jq) no documents in connection with the sale of the Shares hereunder Offering have been reviewed by the SEC or any state securities administrators;
(kr) there is no government or other insurance covering any of the Shares;
(ls) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(t) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mu) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (Sound Technology Inc), Private Placement Subscription Agreement (Sound Technology Inc), Private Placement Subscription Agreement (Sound Technology Inc)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the issuance of the Shares hereunder have been made available for inspection by the Subscriber and the Subscriber’s attorney and/or advisor(s);
(g) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(h) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, ACCORDINGLYUNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
(gi) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of any of the Shares hereunder, and
(ii) applicable resale restrictions;
(hj) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s NASDAQ's Over-the-Counter Bulletin Board;
(ik) the Subscriber is outside the United States when receiving and executing this Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Shares;
(l) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(m) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jn) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(ko) there is no government or other insurance covering any of the Shares;
(lp) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(q) the statutory and regulatory basis for the exemption claimed for the offer and issuance of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mr) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 4 contracts
Samples: Debt Settlement and Subscription Agreement (Smart-Tek Solutions Inc), Debt Settlement and Subscription Agreement (Law Perry), Debt Settlement and Subscription Agreement (Law Perry)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) by completing the Questionnaire, the Subscriber has received is representing and carefully read this Agreementwarranting that the Subscriber satisfies one of the categories of registration and prospectus exemptions provided for in National Instrument 45-106 ("NI 45-106") adopted by the Canadian Securities Administrators (the "CSA");
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely solely upon a review of any public publicly available information which has been filed by regarding the Company with available on the website of the United States Securities and Exchange Commission (the "SEC") in compliance, or intended compliance, with applicable securities legislationavailable at xxx.xxx.xxx (the "Company Information");
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business and that all documents, records and until such time as books pertaining to this Offering have been made available for inspection by the same is no longer required under the applicable securities laws and regulationsSubscriber, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”Subscriber's attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) by execution hereof the Subscriber has been advised waived the need for the Company to consult communicate its acceptance of the Subscriber's own legal, tax and other advisors with respect to the merits and risks purchase of an investment in the Shares and with respect pursuant to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionsthis Subscription Agreement;
(h) none the Company is entitled to rely on the representations and warranties and the statements and answers of the Shares are listed on any stock exchange or automated dealer quotation system Subscriber contained in this Subscription Agreement and no representation has been made to the Questionnaire and the Subscriber that will hold harmless the Company from any loss or damage it may suffer as a result of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in Subscriber's failure to correctly complete this Subscription Agreement and the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin BoardQuestionnaire;
(i) neither the SEC nor Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein, the Questionnaire or in any other securities commission document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or similar regulatory authority has reviewed any breach or passed on failure by the merits of Subscriber to comply with any covenant or agreement made by the SharesSubscriber to the Company in connection therewith;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(l) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(n) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) the Company has advised the Subscriber that, if the Subscriber is a Canadian resident, the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided, including statutory rights of rescission or damages, will not be available to the Subscriber;
(p) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities;
(q) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(r) there is no government or other insurance covering any of the Securities; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (Wolverine Resources Corp.), Private Placement Subscription Agreement (Wolverine Resources Corp.), Private Placement Subscription Agreement (Wolverine Resources Corp.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 federal securities laws;
(b) except as provided in this Subscription Agreement, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company (the “Public Record”) with the Securities and Exchange Commission (the "SEC");
(d) in compliance, neither the SEC nor any other securities commission or intended compliance, with applicable securities legislationsimilar regulatory authority has reviewed or passed on the merits of the Units;
(e) there is no government or other insurance covering any of the Securities;
(f) there are risks associated with an investment in the Securities;
(g) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Shares and/or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements;
(h) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fi) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the issuance thereof, Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) none of the Securities are listed on any stock exchange or automated dealer quotation system and until such time as no representation has been made to the same is no longer required under the applicable securities laws and regulations, the certificates representing Subscriber that any of the Shares Securities will bear become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a legend in substantially market for the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Company's common shares on the NASD's OTC Bulletin Board;
(gk) the Company will refuse to register any transfer of the Shares and/or Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and federal securities laws;
(l) the statutory and regulatory basis for the exemption claimed for the offer of the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and federal securities laws;
(m) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Units and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;Units hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mn) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (Lusora Healthcare Systems Inc.), Private Placement Subscription Agreement (Liberty Star Gold Corp), Private Placement Subscription Agreement (Lusora Healthcare Systems Inc.)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) by completing the Questionnaire, the Subscriber has received is representing and carefully read this Agreementwarranting that the Subscriber satisfies one of the categories of registration and prospectus exemptions provided for in National Instrument 45-106 ("NI 45-106") adopted by the Canadian Securities Administrators (the "CSA");
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely solely upon a review of any public publicly available information which has been filed by regarding the Company with available on the website of the United States Securities and Exchange Commission (the "SEC") in compliance, or intended compliance, with applicable securities legislationavailable at xxx.xxx.xxx (the "Company Information");
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business and that all documents, records and until such time as books pertaining to this Offering have been made available for inspection by the same is no longer required under the applicable securities laws and regulationsSubscriber, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”Subscriber's attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) by execution hereof the Subscriber has been advised waived the need for the Company to consult communicate its acceptance of the Subscriber's own legal, tax and other advisors with respect to the merits and risks purchase of an investment in the Shares and with respect pursuant to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionsthis Subscription Agreement;
(h) none the Company is entitled to rely on the representations and warranties and the statements and answers of the Shares are listed on any stock exchange or automated dealer quotation system Subscriber contained in this Subscription Agreement and no representation has been made to the Questionnaire and the Subscriber that will hold harmless the Company from any loss or damage it may suffer as a result of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in Subscriber's failure to correctly complete this Subscription Agreement and the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin BoardQuestionnaire;
(i) neither the SEC nor Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein, the Questionnaire or in any other securities commission document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or similar regulatory authority has reviewed any breach or passed on failure by the merits of Subscriber to comply with any covenant or agreement made by the SharesSubscriber to the Company in connection therewith;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(l) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(n) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) the Company has advised the Subscriber that, if the Subscriber is a Canadian resident, the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided, including statutory rights of rescission or damages, will not be available to the Subscriber;
(p) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
(q) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities;
(r) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(s) there is no government or other insurance covering any of the Securities; and
(mt) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (Uniontown Energy Inc.), Private Placement Subscription Agreement (Wolverine Exploration Inc.), Private Placement Subscription Agreement (American Eagle Energy Inc.)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been or will be registered under the U.S. Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United StatesStates and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonsPerson, as that term is defined in Regulation S under “S” (“Regulation “S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 Act ("Regulation S")Act, except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase the Shares hereunder Securities has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely solely upon a review of any public information which has been filed provided by the Company with in this document (the Securities and Exchange Commission ("SECCompany Information") in compliance, or intended compliance, with applicable securities legislation;).
(ed) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(e) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Securities pursuant to this Subscription Agreement;
(f) upon the issuance thereof, Company is entitled to rely on the representations and until such time as warranties and the same is no longer required under the applicable securities laws statements and regulations, the certificates representing any answers of the Shares Subscriber contained in this Subscription Agreement and the Questionnaire and the Subscriber will bear hold harmless the Company from any loss or damage it may suffer as a legend in substantially result of the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Subscriber's failure to correctly complete this Subscription Agreement and the Questionnaire;
(g) the Subscriber has been advised to consult will indemnify and hold harmless the Subscriber's own legalCompany and, tax where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein, the Questionnaire or in any other advisors with respect document furnished by the Subscriber to the merits and risks of an investment Company in connection herewith, being untrue in any material respect or any breach or failure by the Shares and Subscriber to comply with respect any covenant or agreement made by the Subscriber to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionsconnection therewith;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(i) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(j) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(k) the Subscriber is not a U.S. Person (as defined in Regulation S), is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Securities as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(l) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(m) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies, including statutory rights of rescission or damages, will not be available to the Subscriber;
(n) the Securities are not listed on any stock exchange and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange;
(o) neither the SEC, nor any other securities regulatory authority has reviewed or passed on the merits of the Securities;
(p) no documents in connection with this Offering have been reviewed by the SEC, nor by any other state securities administrators;
(q) there is no government or other insurance covering any of the Securities; and
(mr) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Striker Energy Corp), Private Placement Subscription Agreement (Striker Energy Corp), Private Placement Subscription Agreement (Striker Energy Corp)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) the Subscriber has received a copy of the Offering Memorandum;
(b) there is no market for the Shares and that no market for the Shares may ever exist;
(c) the Subscriber is aware that an investment in the Shares is speculative and involves certain risks, including the possible loss of the investment;
(d) the Subscriber understands and agrees that the Corporation and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and any schedules, appendices, acknowledgements, certificates and other documents completed herewith, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Corporation;
(e) any transfer, resale or other subsequent disposition of the Shares will be subject to restrictions set out by the Corporation and may be subject to restrictions contained in the Legislation applicable to the holder of the Shares or to the proposed transferee, including, but not limited to, resale restrictions under the Legislation, as applicable;
(f) the Corporation is not a reporting issuer in any province or territory of Canada and, accordingly, any applicable hold periods under the Legislation may never expire, and the Shares may be subject to restrictions on resale for an indefinite period of time;
(g) the Subscriber consents to the placement of a legend or legends on any certificate or other document evidencing any of the Shares setting forth or referring to the restrictions on transferability and sale thereof contained in this Subscription Agreement and the Corporation, with such legend(s) to be substantially as follows: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) THE ISSUANCE DATE, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”
(h) no person has made to the undersigned any written or oral representations:
(i) that any person will resell or repurchase the Shares;
(ii) that any person will refund the aggregate price for the Shares other than as provided in this Subscription;
(iii) as to the future price or value of the Shares; or
(iv) that the Shares will be listed and posted for trading on a stock exchange, that application has been made to list and post the Shares for trading on a stock exchange, or that application has been made to list and post the Shares for trading on a stock exchange;
(i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) by execution hereof the Subscriber has waived the need for the Corporation to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;
(k) the Subscriber will indemnify and hold harmless the Corporation, the Manager, and their respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever arising out of or based upon any representation or warranty of the Subscriber contained herein, any questionnaire or in any other document furnished by the Subscriber to the in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the in connection therewith;
(l) the Subscriber has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions and it is solely responsible (and the Corporation is in no way responsible) for compliance with applicable resale restrictions;
(m) there is no government or other insurance covering any of the Shares;
(n) none of the Shares have been or will be registered under the United States Securities Act of 1933 1933, as amended (the “1933 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 any U.S. Persons, Person (as that term is defined in Rule 902 of Regulation S (defined below)), except in accordance with the provisions of Regulation S under the 1933 Act ("“Regulation S"”), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable securities laws;
(bo) the Company Corporation has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(cp) the Subscriber has received and carefully read this Agreement;
(d) Corporation will refuse to register the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf transfer of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear to a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised U.S. Person or to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment a person in the Shares United States not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance each case in accordance with applicable resale restrictionslaws;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(mq) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the CompanyCorporation, and the Subscriber acknowledges and agrees that the Corporation reserves the right to reject any Subscription for any reason.
Appears in 3 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of this Subscription Agreement and any public information which has been filed by the Company with the Securities and Exchange Commission ("“SEC"”) in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber it and the Subscriber’s its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, books and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any records of the Shares will bear a legend Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in substantially connection with the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”sale of the Securities hereunder have been made available for inspection by it and its attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(h) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold the Company harmless from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(i) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(hj) none of the Shares Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin BoardBoard operated by the Financial Industry Regulatory Authority (“FINRA”);
(ik) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, below, or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(l) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws;
(m) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(jn) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(ko) there is no government or other insurance covering any of the SharesSecurities;
(lp) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(q) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is not a resident of either the United States or Canada and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(r) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 3 contracts
Samples: Subscription Agreement (Anavex Life Sciences Corp.), Subscription Agreement (Nature's Call Brands Inc.), Subscription Agreement (Panglobal Brands Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities lawsAct;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission (the "SEC") and in compliance, or intended compliance, with applicable securities legislationlegislation (collectively, the "Public Record");
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(f) there is no government or other insurance covering the Securities;
(g) there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record;
(h) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares or Warrant Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fj) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsSecurities hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber’s lawyer and/or advisor(s);
(k) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.become listed on any stock exchange or automated dealer quotation system;
(gm) the Company will refuse to register any transfer of the Shares or the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(n) the statutory and regulatory basis for the exemption claimed for the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;Securities hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mp) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Mabcure Inc.), Private Placement Subscription Agreement (Mabcure Inc.), Private Placement Subscription Agreement (Mabcure Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(hd) none of the Common Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Common Shares will become or remain listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(ie) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.1, below, or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(f) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(jg) no documents in connection with the sale of the Shares Securities hereunder have been reviewed by the SEC or any state securities administrators;
(kh) there the Subscriber is no government or other insurance covering any purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is not a resident of United States and, as a consequence:
(i) is restricted from using most of the Sharescivil remedies available under U.S. securities legislation,
(ii) may not receive information that would otherwise be required to be provided under U.S. securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under U.S. securities legislation;
(li) the issuance statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares to the Subscriber will Securities, although in technical compliance with Regulation S, would not be completed available if it would be unlawful the offering is part of a plan or if, in scheme to evade the discretion registration provisions of the Company acting reasonably, it is not in the best interests of the Company1933 Act; and
(mj) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 3 contracts
Samples: Subscription Agreement (Garmatex Holdings Ltd.), Subscription Agreement (UAN Power Corp), Subscription Agreement (UAN Power Corp)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 1933, as amended (the “1933 Act”), or under any state securities or "“blue sky" ” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationCompany;
(ed) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(e) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber’s attorney and/or advisor(s);
(f) upon by execution hereof the issuance thereof, and until such time as Subscriber has waived the same is no longer required under need for the applicable securities laws and regulations, Company to communicate its acceptance of the certificates representing any purchase of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.pursuant to this Subscription Agreement;
(g) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber has been advised to consult contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's own legal, tax and other advisors with respect ’s failure to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionscorrectly complete this Subscription Agreement;
(h) none the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Shares are listed on Subscriber contained herein or in any stock exchange or automated dealer quotation system and no representation has been made other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber that to comply with any of covenant or agreement made by the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of Subscriber to the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Boardin connection therewith;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(j) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(k) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(m) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(n) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities;
(p) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(q) there is no government or other insurance covering any of the Securities; and
(mr) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Pacific Green Technologies Inc.), Private Placement Subscription Agreement (Pacific Green Technologies Inc.), Private Placement Subscription Agreement (Pacific Green Technologies Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares or the Warrants (collectively, hereinafter the "Securities") have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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) except as otherwise provided for in this Subscription Agreement, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) all dollar amounts referred to in this Subscription Agreement are in U.S. currency;
(e) the decision to execute this Subscription Agreement and acquire purchase the Shares Securities 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(ef) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(fg) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the issuance thereof, and until such time as sale of the same is no longer required under Securities hereunder have been made available for inspection by the applicable securities laws and regulationsSubscriber, the certificates representing any Subscriber's attorney and/or advisor(s);
(h) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the Shares will bear a legend in substantially purchase of the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Securities pursuant to this Subscription Agreement;
(gi) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(j) it will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(k) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions.
(l) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Securities under the Securities Act (British Columbia) (the "B.C. Act") and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(hm) none of the Shares Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group National Association of Securities Dealers, Inc.’s 's Over-the-Counter Bulletin Board;
(in) that resale of any of the Securities in Canada is restricted except pursuant to an exemption from applicable securities legislation;
(o) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to sell the Securities and, as a consequence of acquiring the Securities pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation of British Columbia including statutory rights of rescission or damages, will not be available to the Subscriber;
(p) it is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Securities as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(q) none of the Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(r) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(js) no documents in connection with the sale of the Shares Securities hereunder have been reviewed by the SEC or any state securities administrators;
(kt) there is no government or other insurance covering any of the SharesSecurities;
(lu) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(v) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mw) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Digital Youth Network Corp.), Private Placement Subscription Agreement (Ocean Ventures Inc), Private Placement Subscription Agreement (Digital Youth Network Corp.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 federal securities laws;
(b) except as provided in this Subscription Agreement, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company (the “Public Record”) with the Securities and Exchange Commission ("the “SEC"”);
(d) in compliance, neither the SEC nor any other securities commission or intended compliance, with applicable securities legislationsimilar regulatory authority has reviewed or passed on the merits of the Shares;
(e) there is no government or other insurance covering any of the Securities;
(f) there are risks associated with an investment in the Securities;
(g) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements;
(h) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fi) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the issuance thereof, Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) none of the Securities are listed on any stock exchange or automated dealer quotation system and until such time as no representation has been made to the same is no longer required under the applicable securities laws and regulations, the certificates representing Subscriber that any of the Shares Securities will bear become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a legend in substantially market for the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Company’s common shares on the FINRA’s OTC Bulletin Board;
(gk) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and federal securities laws;
(l) the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and federal securities laws;
(m) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mn) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Bespoke Tricycles Inc), Private Placement Subscription Agreement (Americas Diamond Corp.), Private Placement Subscription Agreement (GreenChoice International, Inc.)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 pursuant to an effective registration statement under the 1933 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 securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Financial Industry Regulatory Authority's Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(m) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 3 contracts
Samples: Debt Settlement and Subscription Agreement (Maverick Minerals Corp), Debt Settlement and Subscription Agreement (Maverick Minerals Corp), Debt Settlement and Subscription Agreement (Senergy Partners LLC)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationCompany;
(ed) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(e) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s);
(f) upon by execution hereof the issuance thereof, and until such time as Subscriber has waived the same is no longer required under need for the applicable securities laws and regulations, Company to communicate its acceptance of the certificates representing any purchase of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.pursuant to this Subscription Agreement;
(g) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber has been advised to consult contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's own legal, tax and other advisors with respect failure to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionscorrectly complete this Subscription Agreement;
(h) none the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Shares are listed on Subscriber contained herein or in any stock exchange or automated dealer quotation system and no representation has been made other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber that to comply with any of covenant or agreement made by the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of Subscriber to the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Boardin connection therewith;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(j) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(k) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(m) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(n) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities;
(p) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(q) there is no government or other insurance covering any of the Securities; and
(mr) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Santo Mining Corp.), Private Placement Subscription Agreement (Santo Mining Corp.), Private Placement Subscription Agreement (Santo Pita Corp)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 pursuant to an effective registration statement under the 1933 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 securities lawsAct;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase the Shares Securities 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 the Company and such decision is based entirely upon a review of any public information which has been filed by Company. If the Company with has presented a business plan to the Securities and Exchange Commission ("SEC") in complianceSubscriber, the Subscriber acknowledges that the business plan may not be achieved or intended compliance, with applicable securities legislationbe achievable;
(ed) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(ge) the Subscriber has been advised to consult the Subscriber's own legal, tax books and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock records of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of the Shares;
(j) no documents business and that all documents, records and books in connection with the sale of the Shares Securities hereunder have been reviewed made available for inspection by the SEC or any state securities administratorsSubscriber, the Subscriber’s attorney and/or advisor(s);
(kf) there is no government or other insurance covering any by execution of this Subscription Agreement the Subscriber has waived the need for the Company to communicate its acceptance of the Sharespurchase of the Securities pursuant to this Subscription Agreement;
(lg) all information which the Subscriber has provided to the Company in the Questionnaires are correct and complete as of the date the Questionnaires are signed, and if there should be any change in such information prior to the Subscription being accepted by the Company, the Subscriber will immediately provide the Company with such information;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and in the Questionnaires, and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement or the Questionnaires;
(i) it will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and;
(k) it has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(l) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that certain market makers currently make a market in the Company’s share of common stock on the over-the counter bulletin board in the United States;
(m) it is acquiring the Securities as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(n) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(o) the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(p) no documents in connection with the sale of the Securities hereunder have been reviewed by the Securities and Exchange Commission or any state securities administrators;
(q) there is no government or other insurance covering any of the Securities;
(r) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Mantra Venture Group Ltd.), Private Placement Subscription Agreement (Mantra Venture Group Ltd.), Private Placement Subscription Agreement (Mantra Venture Group Ltd.)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber he has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber he and the Subscriber’s his advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business and that all documents, records and until such time as books in connection with the same is no longer required under the applicable securities laws and regulations, the certificates representing any sale of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”hereunder have been made available for inspection by him and his attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions;
(hj) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Shares under the Securities Act (British Columbia) and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(k) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to sell the Shares and, as a consequence of acquiring the Shares pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation of British Columbia including statutory rights of rescission or damages, will not be available to the Subscriber;
(l) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group National Association of Securities Dealers, Inc.’s 's Over-the-Counter Bulletin Board;
(im) the Subscriber is outside the United States when receiving and executing this Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(n) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jp) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(kq) there is no government or other insurance covering any of the Shares;
(lr) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(s) the Subscriber is purchasing the Shares pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is an insider of the Company and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(t) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mu) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Xten Networks, Inc), Private Placement Subscription Agreement (Bulldog Technologies Inc), Private Placement Subscription Agreement (Bulldog Technologies Inc)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 Securities Act ("“Regulation S"”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Securities Act and in each case only in accordance with applicable state securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Securities Act or any other applicable securities legislation;
(c) the Subscriber it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC"“Commission”) in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber it and the Subscriber’s its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, books and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any records of the Shares will bear a legend Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in substantially connection with the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”sale of the Securities hereunder have been made available for inspection by it and its attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(h) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold the Company harmless from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(i) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(hj) none of the Shares Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make a market in the common shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin BoardOTCBB operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”);
(ik) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, below), or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(l) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in each case in accordance with applicable state securities laws;
(m) neither the SEC Commission nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(jn) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC Commission or any state securities administrators;
(ko) there is no government or other insurance covering any of the SharesSecurities;
(lp) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(q) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is not a resident of the United States and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(r) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the Securities Act; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 3 contracts
Samples: Termination Agreement (Qnective, Inc.), Subscription Agreement (Qnective, Inc.), Subscription Agreement (Qnective, Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company with the Securities and Exchange Commission (the "SEC");
(c) in compliance, neither the SEC nor any other securities commission or intended compliance, with applicable securities legislationsimilar regulatory authority has reviewed or passed on the merits of the Shares;
(d) there is no government or other insurance covering any of the Shares;
(e) there are risks associated with an investment in the Shares;
(f) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under the SECURITIES ACT (British Columbia) (the "B.C. Act") and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(g) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of the Shares xxxxx xould include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(h) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fi) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsShares hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber's lawyer and/or advisor(s);
(j) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(k) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.become listed on any stock exchange or automated dealer quotation system;
(gl) there are additional restrictions on the Subscriber's ability to resell the Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(m) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;
(n) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mo) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 3 contracts
Samples: Subscription Agreement (Sawadee Ventures Inc.), Private Placement Subscription Agreement (Zebra Resources Ltd.), Subscription Agreement (Kitcher Resources Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 federal securities laws;
(b) except as provided in this Subscription Agreement, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company (the “Public Record”) with the Securities and Exchange Commission ("the “SEC"”);
(d) in compliance, neither the SEC nor any other securities commission or intended compliance, with applicable securities legislationsimilar regulatory authority has reviewed or passed on the merits of the Units;
(e) there is no government or other insurance covering any of the Securities;
(f) there are risks associated with an investment in the Securities;
(g) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Shares and/or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements;
(h) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fi) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the issuance thereof, Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) none of the Securities are listed on any stock exchange or automated dealer quotation system and until such time as no representation has been made to the same is no longer required under the applicable securities laws and regulations, the certificates representing Subscriber that any of the Shares Securities will bear become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a legend in substantially market for the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Company’s common shares on the FINRA’s OTC Bulletin Board;
(gk) the Company will refuse to register any transfer of the Shares and/or Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and federal securities laws;
(l) the statutory and regulatory basis for the exemption claimed for the offer of the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and federal securities laws;
(m) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Units and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;Units hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mn) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Ifan Financial, Inc.), Private Placement Subscription Agreement (Powder River Coal Corp.), Private Placement Subscription Agreement (Powder River Coal Corp.)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("“SEC"”) in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the issuance of the Shares hereunder have been made available for inspection by the Subscriber and the Subscriber’s attorney and/or advisor(s);
(g) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement and the Questionnaire and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Agreement or the Questionnaire;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, in the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 1933 ACT”). NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, ACCORDINGLYUNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
(gj) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of any of the Shares hereunder, and
(ii) applicable resale restrictions;
(hk) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(il) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(m) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no Shares or has reviewed any documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administratorshereunder;
(kn) there is no government or other insurance covering any of the Shares;
(lo) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(p) the statutory and regulatory basis for the exemption claimed for the offer and issuance of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mq) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 3 contracts
Samples: Debt Settlement and Subscription Agreement (HCi Viocare), Debt Settlement and Subscription Agreement (HCi Viocare), Debt Settlement and Subscription Agreement (HCi Viocare)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) : none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 any applicable state securities and provincial laws;
(b) ; the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or qualify any other applicable of the Securities under any state or provincial securities legislation;
(c) laws; the Subscriber has received and carefully read this Subscription Agreement;
(d) ; the decision to execute this Subscription Agreement and acquire purchase the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) Company; the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) ; the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the issuance thereof, and until such time as Offering have been made available for inspection by the same is no longer required under the applicable securities laws and regulationsSubscriber, the certificates representing any Subscriber's attorney and/or advisor(s); the Company is entitled to rely on the representations and warranties of the Shares Subscriber contained in this Subscription Agreement and the Subscriber will bear hold harmless the Company from any loss or damage it or they may suffer as a legend result of the Subscriber's failure to correctly complete this Subscription Agreement; the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in substantially investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, restrictions and it the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none ; the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the Shares are listed on any stock exchange or automated dealer quotation system civil remedies available under applicable securities legislation and no representation has been made the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation; the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future; the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Shares will become listed on any stock exchange or automated dealer quotation system, Securities in Canada is restricted except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) pursuant to an exemption from applicable securities legislation; neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) Securities; no documents in connection with the sale of the Shares hereunder Offering have been reviewed by the SEC or any state securities administrators;
(k) ; there is no government or other insurance covering any of the Shares;
(l) Securities; the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(m) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Pluristem Life Systems Inc), Private Placement Subscription Agreement (True Religion Apparel Inc), Private Placement Subscription Agreement (True Religion Apparel Inc)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber he has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber he and the Subscriber’s his advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business and that all documents, records and until such time as books in connection with the same is no longer required under the applicable securities laws and regulations, the certificates representing any sale of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”hereunder have been made available for inspection by him and his attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions;
(hj) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Shares under the Securities Act (British Columbia) and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(k) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to sell the Shares and, as a consequence of acquiring the Shares pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation of British Columbia including statutory rights of rescission or damages, will not be available to the Subscriber;
(l) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(im) the Subscriber is outside the United States when receiving and executing this Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(n) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jp) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(kq) there is no government or other insurance covering any of the Shares;
(lr) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(s) the Subscriber is purchasing the Shares pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is an accredited investor of the Company and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(t) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mu) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Yaletown Capital Inc.), Private Placement Subscription Agreement (Avro Energy Inc.), Private Placement Subscription Agreement (Spring Creek Capital Corp.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 federal securities laws;
(b) except as provided in this Subscription Agreement, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company (the “Public Record”) with the Securities and Exchange Commission ("the “SEC"”);
(d) in compliance, neither the SEC nor any other securities commission or intended compliance, with applicable securities legislationsimilar regulatory authority has reviewed or passed on the merits of the Units;
(e) there is no government or other insurance covering any of the Securities;
(f) there are risks associated with an investment in the Securities;
(g) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1000 Xxx) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Shares and/or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements;
(h) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fi) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the issuance thereof, Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) none of the Securities are listed on any stock exchange or automated dealer quotation system and until such time as no representation has been made to the same is no longer required under the applicable securities laws and regulations, the certificates representing Subscriber that any of the Shares Securities will bear become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a legend in substantially market for the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Company’s common shares on the FINRA’s OTC Bulletin Board;
(gk) the Company will refuse to register any transfer of the Shares and/or Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and federal securities laws;
(l) the statutory and regulatory basis for the exemption claimed for the offer of the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and federal securities laws;
(m) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Units and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;Units hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mn) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Bonanza Gold Corp.), Private Placement Subscription Agreement (Bonanza Gold Corp.), Private Placement Subscription Agreement (Liberty Gold Corp.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 federal securities laws;
(b) except as provided in this Subscription Agreement, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company (the "Public Record") with the Securities and Exchange Commission (the "SEC");
(d) in compliance, neither the SEC nor any other securities commission or intended compliance, with applicable securities legislationsimilar regulatory authority has reviewed or passed on the merits of the Shares;
(e) there is no government or other insurance covering any of the Securities;
(f) there are risks associated with an investment in the Securities;
(g) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of the Shares xxxxx xould include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements;
(h) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fi) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the issuance thereof, Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) none of the Securities are listed on any stock exchange or automated dealer quotation system and until such time as no representation has been made to the same is no longer required under the applicable securities laws and regulations, the certificates representing Subscriber that any of the Shares Securities will bear become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a legend in substantially market for the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Company's common shares on the FINRA's OTC Bulletin Board;
(gk) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and federal securities laws;
(l) the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and federal securities laws;
(m) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mn) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Cindisue Mining Corp), Private Placement Subscription Agreement (Cindisue Mining Corp), Private Placement Subscription Agreement (Cindisue Mining Corp)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely solely upon a review of any public information which has been filed regarding the Company provided by the Company with to the Securities and Exchange Commission Subscriber (the "SECCompany Information") in compliance, or intended compliance, with applicable securities legislation);
(ed) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(e) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s);
(f) upon by execution hereof the issuance thereof, and until such time as Subscriber has waived the same is no longer required under need for the applicable securities laws and regulations, Company to communicate its acceptance of the certificates representing any purchase of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.pursuant to this Subscription Agreement;
(g) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(j) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions;
(hk) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Shares xxxxx xould include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(m) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the expiration of a period of one year after the date of original issuance of the Shares;
(n) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(ip) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
(jq) no documents in connection with the sale of the Shares hereunder this Offering have been reviewed by the SEC or any state securities administrators;
(kr) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Independence Energy Corp.), Private Placement Subscription Agreement (Independence Energy Corp.)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely solely upon a review of any public information which has been filed regarding the Company provided by the Company with to the Securities and Exchange Commission Subscriber (the "SECCompany Information") in compliance, or intended compliance, with applicable securities legislation);
(ed) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(e) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s);
(f) upon by execution hereof the issuance thereof, and until such time as Subscriber has waived the same is no longer required under need for the applicable securities laws and regulations, Company to communicate its acceptance of the certificates representing any purchase of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.pursuant to this Subscription Agreement;
(g) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(j) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions;
(hk) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(m) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the expiration of a period of one year after the date of original issuance of the Shares;
(n) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(ip) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
(jq) no documents in connection with the sale of the Shares hereunder this Offering have been reviewed by the SEC or any state securities administrators;
(kr) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (American Power Corp.), Private Placement Subscription Agreement (Silver America, Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities laws;
(b) other than as set out herein, the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase the Shares Securities 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("“SEC"”) in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber it and the Subscriber’s its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, books and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any records of the Shares will bear a legend Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in substantially connection with the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”sale of the Securities hereunder have been made available for inspection by him and his attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(h) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(i) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(hk) none of the Shares Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group National Association of Securities Dealers, Inc.’s Over-the-Counter OTC Bulletin Board;
(il) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Securities as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(m) none of the Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(n) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws;
(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(jp) no documents in connection with the sale of the Shares Securities hereunder have been reviewed by the SEC or any state securities administrators;
(kq) there is no government or other insurance covering any of the SharesSecurities;
(lr) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(s) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is an accredited investor of the Company and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(t) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mu) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Subscription Agreement (Global Innovative Systems Inc), Subscription Agreement (California Oil & Gas Corp)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 1933, as amended (the “1933 Act”), or under any state securities or "“blue sky" ” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationCompany;
(ed) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(e) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber’s attorney and/or advisor(s);
(f) upon by execution hereof the issuance thereof, and until such time as Subscriber has waived the same is no longer required under need for the applicable securities laws and regulations, Company to communicate its acceptance of the certificates representing any purchase of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.pursuant to this Subscription Agreement;
(g) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber has been advised to consult contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's own legal, tax and other advisors with respect ’s failure to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionscorrectly complete this Subscription Agreement;
(h) none the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Shares are listed on Subscriber contained herein or in any stock exchange or automated dealer quotation system and no representation has been made other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber that to comply with any of covenant or agreement made by the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of Subscriber to the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Boardin connection therewith;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(j) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(k) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(m) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(n) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities;
(p) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(q) there is no government or other insurance covering any of the Securities; and
(mr) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Pacific Green Technologies Inc.), Private Placement Subscription Agreement (Pacific Green Technologies Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares, the Warrants or the Shares underlying the Warrants (the “Underlying Shares”) have been or or, except as otherwise expressly set forth in this Agreement, will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities laws;
(b) other than as set out herein, the Company has not undertakenundertaken to, and will have no obligationobligation to, to register any of the Shares, the Warrants or the Underlying Shares (collectively, the “Securities”) under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber it has received and carefully read this Subscription Agreement;
(d) by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is not a resident of the United States and that the subscriber is an “Accredited Investor”, as that term is defined in National Instrument 45-106, as adopted by the British Columbia Securities Commission;
(e) the Subscriber acknowledges that the Company may also rely on the Friends, Family and Business Associates exemption described in Section 2.5 of National Instrument 45-106 because the Subscriber is the President of the Company, and a member of its Board of Directors;
(f) no prospectus or offering memorandum within the meaning of the securities laws has been delivered to, summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Company;
(g) the decision to execute this Subscription Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public information which has been filed on the XXXXX database maintained by the Company with the U.S. Securities and Exchange Commission ("the “SEC"”) at xxx.xxx.xxx;
(h) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined in compliance, or intended compliance, with contemplated by applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Securities, and it has not become aware of any advertisement including, by way of example and not in limitation, advertisement in any printed media of general and regular circulation or on radio or television with respect to the distribution of the Securities;
(ei) the Subscriber it and the Subscriber’s its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares Securities hereunder, and to obtain additional CW666004.3 information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(fj) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Securities hereunder have been made available for inspection by him and his attorney and/or advisor(s);
(k) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and until if there should be any change in such time information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(l) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the same Subscriber’s failure to correctly complete this Subscription Agreement;
(m) the Company has advised the Subscriber that the Company is no longer required relying on an exemption from the requirements of the regulatory authorities in Canada requiring that the Company provide the Subscriber with a prospectus and sell the Securities to the Subscriber through a person registered to sell securities under the applicable securities laws and regulations, the certificates representing any of the Shares Canadian Province where the Subscriber resides and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the securities laws of that Canadian Province, including statutory rights of rescission or damages, will bear a legend in substantially not be available to the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Subscriber;
(gn) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(o) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(p) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state or provincial securities laws;
(q) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(hr) none of the Shares Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group National Association of Securities Dealers, Inc.’s Over-the-Counter OTC Bulletin Board;
(is) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Securities under Canadian provincial securities laws and Canadian National Instrument 45-102;
(t) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws;
(u) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(jv) no documents in connection with the sale of the Shares Securities hereunder have been reviewed by the SEC or any state securities administrators;
(kw) there is no government or other insurance covering any of the SharesSecurities;
(lx) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(my) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (California Oil & Gas Corp), Private Placement Subscription Agreement (California Oil & Gas Corp)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 any applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or to qualify any other applicable of the Shares under any state or provincial securities legislationlaws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationCompany;
(e) by execution hereof the Subscriber and has waived the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from need for the Company in connection with to communicate its acceptance of the issuance purchase of the Shares hereunder, and pursuant to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expensethis Subscription Agreement;
(f) upon the issuance thereof, Company is entitled to rely on the representations and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any warranties of the Shares Subscriber contained in this Subscription Agreement and the Subscriber will bear hold harmless the Company from any loss or damage it or they may suffer as a legend in substantially result of the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Subscriber's failure to correctly complete this Subscription Agreement;
(g) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(h) the Subscriber has been advised to consult the Subscriber's his own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(hi) there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(ij) the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation;
(k) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jl) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(km) there is no government or other insurance covering any of the Shares;
(ln) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(o) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mp) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Neoview Holdings Inc.), Private Placement Subscription Agreement (Reperio Exploration Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees thatas follows:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 Act”)No securities commission, or under any state securities or "blue sky" laws of any state of the United Statesagency, andgovernmental authority, unless so registeredregulatory body, 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 pursuant to an effective registration statement under the 1933 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 securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority body has reviewed or passed on the merits of the Units.
(b) The Offered Securities may be distributed in Canada pursuant to exemptions from the prospectus requirements of the Securities Act (British Columbia), Securities Act (Alberta), and the Securities Act (Ontario). The Corporation is not and may never be a reporting issuer in the province of British Columbia, the Province of Alberta, or the Province of Ontario. The Common Shares of the Corporation may not be resold in the Province of British Columbia, the Province of Alberta, or the Province of Ontario, except under a prospectus or statutory exemption available only in specific and limited circumstances unless and until the Corporation becomes a reporting issuer in the Province of British Columbia, the Province of Alberta, or the Province of Ontario, as applicable, and such Common Shares are held thereafter for the applicable hold period. As there is no market for the Offered Securities in Canada, it may be difficult or even impossible for the Subscriber to sell them in Canada.
(c) The Units may be subject to statutory resale restrictions under the securities laws of the province in which the Subscriber resides and under other applicable securities laws, and the Subscriber covenants that it will not resell the Units except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and the Corporation is in any way responsible) for such compliance.
(d) The Subscriber’s ability to transfer the Shares;, Warrants and Warrant Shares is limited by, among other things, applicable securities laws.
(e) The certificates representing the Shares, the Warrants and the Warrant Shares will bear, as of the closing of the Offering, legends substantially in the following form and with the necessary information inserted: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
(f) The Subscriber, and each beneficial purchaser for whom it is contracting hereunder, shall execute, deliver, file and otherwise assist the Corporation with filing all documentation required by the applicable securities laws to permit the subscription for the Units and the issuance of the Shares, the Warrants and the Warrant Shares.
(g) The Corporation is relying on the representations, warranties and covenants contained herein and in the applicable Schedules attached hereto to determine the Subscriber’s eligibility to subscribe for the Units under applicable securities laws and the Subscriber agrees to indemnify the Corporation, and each of its respective directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in such applicable Schedules which takes place prior to the closing of the Offering.
(h) The Subscriber acknowledges that the Warrants may not be exercised in the United States by or on behalf of a U.S. Person, unless the Warrants and the Warrant Shares are registered under the Securities Act and applicable state securities law or unless the Corporation has consented to such offer, sale or distribution and such exercise is made in accordance with an exemption from the registration requirements under the Securities Act and the securities laws of all applicable states of the United States.
(i) The Subscriber, and each beneficial purchaser for whom it is contracting hereunder, is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement. The Subscriber, and each beneficial purchaser, is not relying on the Corporation, or its respective affiliates or counsel in this regard.
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there There is no government or other insurance covering any the Shares, the Warrants or the Warrant Shares.
(k) There are risks associated with the purchase of the Units and the Subscriber and any beneficial purchaser for whom it is acting may lose his, her or its entire investment.
(l) The Subscriber has not received or been provided with a prospectus, offering memorandum, within the meaning of the applicable securities laws, nor any sales or advertising literature in connection with the Offering and the Subscriber’s decision to subscribe for the Units was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to facts made by or on behalf of the Corporation. The Subscriber’s decision to subscribe for the Units was based solely upon information about the Corporation which is publicly available (any such information having been obtained by the Subscriber) and, without limiting the generality of the foregoing, the Subscriber acknowledges that the independent auditors of the Corporation have not participated in any independent due diligence investigation or verification of such publicly available information nor have such independent auditors provided any additional or supplemental comfort in connection with the Corporation, its financial statements or this Offering;
(m) The Subscriber is not purchasing Units with knowledge of material information concerning the Corporation which has not been generally disclosed.
(n) No person has made any written or oral representations:
(i) that any person will resell or repurchase the Shares, the Warrants or the Warrant Shares;
(lii) that any person will refund the issuance Purchase Price; or
(iii) as to the future price or value of the Shares, the Warrants or the Warrant Shares.
(o) The subscription for the Units has not been made through or as a result of, and sale the distribution of the Shares and Warrants is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation.
(p) the entry into this Subscription Agreement and the transactions contemplated hereby will not result in a violation of any of the terms or provisions of any law applicable to the Subscriber, or if the Subscriber is not a natural person, any of the Subscriber’s constating documents, or any agreement to which the Subscriber is a party or by which it is bound.
(q) the Subscriber acknowledges that it has been advised it should obtain independent legal, income tax and investment advice with respect to its subscription for these Units and accordingly, has been independently advised as to the meanings of all terms contained herein relevant to the Subscriber will not be completed if it would be unlawful for purposes of giving representations, warranties and covenants under this Subscription Agreement.
(r) the Subscriber acknowledges that no representation has been made to the Subscriber with respect to the future value or if, price of the Units.
(s) the Subscriber acknowledges that the Corporation may complete additional financings in the discretion future in order to develop the business of the Company acting reasonablyCorporation and to fund its ongoing development; that there is no assurance that such financings will be available and, it is not in if available, on reasonable terms; and that any such future financings may have a dilutive effect on current securityholders, including the best interests of the Company; and
(m) this Agreement is not enforceable by the Subscriber unless it has been accepted by the CompanySubscriber.
Appears in 2 contracts
Samples: Subscription Agreement (Searchlight Minerals Corp.), Subscription Agreement (Searchlight Minerals Corp.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities lawsAct;
(b) by completing the Company has not undertakenQuestionnaires, the Subscriber is representing and will have no obligationwarranting that the Subscriber is an “Accredited Investor”, to register any of as the Shares term is defined in Regulation D under the 1933 Act or any other applicable securities legislationand in Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission ("SEC") and in compliance, or intended compliance, with applicable securities legislationlegislation (collectively, the "Public Record");
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(f) there is no government or other insurance covering the Securities;
(g) there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record;
(h) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Securities Act (British Columbia) (the “B.C. Act”) and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(i) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares or Warrant Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(j) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fk) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsSecurities hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber’s lawyer and/or advisor(s);
(l) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(m) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will bear a legend in substantially become listed on any stock exchange or automated dealer quotation system; except that currently the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.common shares of the Company are quoted for trading on the OTC Bulletin Board;
(gn) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares and the Warrant Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(o) the Company will refuse to register any transfer of the Shares or the Warrant Shares not made in accordance with the provisions of Regulation S, or pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(p) the statutory and regulatory basis for the exemption claimed for the offer Securities would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(q) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;Securities hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mr) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Eden Energy Corp), Private Placement Subscription Agreement (Eden Energy Corp)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities lawsAct;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber decision to execute this Agreement and acquire the Securities hereunder has received and carefully read this Agreementnot been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
(d) the decision to execute this Agreement and acquire the Shares Securities 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsSecurities hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber's lawyer and/or advisor(s);
(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Questionnaire and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement or the Questionnaire;
(h) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will bear a legend in substantially become listed on any stock exchange or automated dealer quotation system, except that currently the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED common shares of the Company are quoted for trading on the National Association of Securities Dealers Inc.'s OTC Bulletin Board (THE “SECURITIES ACT”the "OTCBB"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(gj) the Company will refuse to register any transfer of the Shares or the Warrant Shares not made in accordance with the provisions of Regulation D, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
(k) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;; and
(hl) none of in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made Subscriber's ability to the Subscriber that resell any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in Warrant Shares under the shares of common stock of Securities Act (British Columbia) (the Company on "B.C. Act") and Multilateral Instrument 45-102 adopted by the OTC Markets Group Inc.’s Over-the-Counter Bulletin BoardBritish Columbia Securities Commission (the "BCSC");
(im) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to issue the Shares and Warrants and, as a consequence of acquiring the Shares and Warrants pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation of British Columbia including statutory rights of rescission or damages, will not be available to the Subscriber;
(n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the SharesSecurities;
(jo) no documents in connection with the sale of the Shares Securities hereunder have been reviewed by the SEC or any state securities administrators;
(kp) there is no government or other insurance covering any of the SharesSecurities;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(mq) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Counterpath Solutions, Inc.), Private Placement Subscription Agreement (Counterpath Solutions, Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under the Securities Act of 1933 (the “1933 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 pursuant to an effective registration statement under the 1933 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 securities lawsAct;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of the news releases of the Company and any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation. If the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(c) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Agreement;
(d) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Agreement;
(e) it will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber and contained herein or in any document furnished by the Subscriber’s advisor(s) have had a reasonable opportunity Subscriber to ask questions of and receive answers from the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the issuance of the Shares hereunder, and to obtain additional information, Subscriber to the extent possessed or obtainable by the Company without unreasonable effort or expensein connection therewith;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any sale of the Shares to the Subscriber will bear a legend not be completed if acceptance would be unlawful or if, in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933discretion of the Company, AS AMENDED (THE “SECURITIES ACT”)acting reasonably, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.acceptance is not in the best interests of the Company;
(g) the Subscriber it has been advised to consult the Subscriber's its own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, ; except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s non-NASDAQ Over-the-Counter Bulletin Board;
-3- (i) neither it is outside the SEC nor any United States when receiving and executing this Subscription Agreement and is acquiring the Shares for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; or, if not, it is an accredited investor as defined by US securities commission or similar regulatory authority has reviewed or passed on the merits of the Shareslaws;
(j) no documents in connection with the sale Shares may not be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Shares hereunder have been reviewed by the SEC or any state securities administratorsRestricted Period (as defined herein), if applicable;
(k) there the Company is under no government obligation to register or other insurance covering any qualify the Shares on behalf of the SharesSubscriber or to assist the Subscriber in complying with any exemption from registration and qualification under the 1933 Act and applicable state securities laws, or any form of exemption therefrom;
(l) in the issuance view of the Securities and Exchange Commission, the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares to the Subscriber will Shares, although in technical compliance with Regulation S, would nonetheless not be completed available if it would be unlawful the offering is part of a plan or if, in scheme to evade the discretion registration provisions of the Company acting reasonably, it is not in the best interests of the Company; and1933 Act;
(m) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company; and
(n) the Company will pay a finders fee, in cash, equal to 2.8% of the gross proceeds received by the Company from the sale of the Shares. The subscriber further acknowledges that the finder and its officers, directors, employees and affiliates may, from time to time, hold positions in securities of the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Kodiak Graphics Co), Private Placement Subscription Agreement (Sportsprize Entertainment Inc/)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities lawsAct;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislationAct;
(c) by completing the Questionnaire, the Subscriber has received is representing and carefully read this Agreementwarranting that the Subscriber is an “Accredited Investor”, as the term is defined in Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationlegislation (collectively, the “Public Record”);
(e) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(g) there is no government or other insurance covering the Shares;
(h) there are risks associated with an investment in the Shares, as more fully described in certain information forming part of the Public Record;
(i) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under the Securities Act (British Columbia) (the “B.C. Act”) and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(j) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(k) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fl) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsShares hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber’s lawyer and/or advisor(s);
(m) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(n) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.become listed on any stock exchange or automated dealer quotation system;
(go) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(p) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, or pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the statutory and regulatory basis for the exemption claimed for the offer Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(r) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Service Air Group Inc), Private Placement Subscription Agreement (Service Air Group Inc)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislationAct; there is no trading market for the Shares;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed provided by the Company with to the Securities Subscriber;
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable; the Company is in a start-up phase and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationthere is no assurance of success;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(f) there is no government or other insurance covering any of the Shares;
(g) there are risks associated with an investment in the Shares;
(h) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fj) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsShares hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber’s lawyer and/or advisor(s);
(k) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.become listed on any stock exchange or automated dealer quotation system;
(gm) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;
(n) the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;
(o) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mp) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Advanced Messaging Solutions Inc.), Private Placement Subscription Agreement (Online Tele-Solutions, Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) a. none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 any applicable state and provincial securities laws;
(b) b. the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or to qualify any other applicable of the Shares under any state or provincial securities legislationlaws;
(c) c. the Subscriber has received and carefully read this Subscription Agreement;
(d) d. the decision to execute this Subscription Agreement and acquire purchase 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 the Company;
e. by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;
f. the Company is entitled to rely on the representations and such decision is warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
g. the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based entirely upon a review any representation or warranty of the Subscriber contained herein or in any public information which has been filed document furnished by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the issuance of the Shares hereunder, and to obtain additional information, Subscriber to the extent possessed or obtainable by the Company without unreasonable effort or expensein connection therewith;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) h. the Subscriber has been advised to consult the Subscriber's his own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) i. there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) j. neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) k. no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) l. there is no government or other insurance covering any of the Shares;
(l) m. the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
n. the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(m) o. this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Surf a Movie Solutions Inc), Private Placement Subscription Agreement (Surf a Movie Solutions Inc)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely solely upon a review of any public information which has been filed regarding the Company provided by the Company with to the Securities and Exchange Commission Subscriber (the "SECCompany Information") in compliance, or intended compliance, with applicable securities legislation);
(ed) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(e) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s);
(f) upon by execution hereof the issuance thereof, and until such time as Subscriber has waived the same is no longer required under need for the applicable securities laws and regulations, Company to communicate its acceptance of the certificates representing any purchase of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.pursuant to this Subscription Agreement;
(g) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(j) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions;
(hk) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Xxxxxx xhich would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(m) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the expiration of a period of one year after the date of original issuance of the Shares;
(n) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(ip) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
(jq) no documents in connection with the sale of the Shares hereunder this Offering have been reviewed by the SEC or any state securities administrators;
(kr) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Independence Energy Corp.), Private Placement Subscription Agreement (American Sierra Gold Corp.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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, or pursuant to an effective registration statement under the 1933 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 securities lawsAct;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) by completing the Questionnaires, the Subscriber has received is representing and carefully read this Agreementwarranting that the Subscriber is an “Accredited Investor”, as the term is defined in Regulation D under the 1933 Act and in Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission (the “BCSC”);
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission ("SEC") and in compliance, or intended compliance, with applicable securities legislationlegislation (collectively, the "Public Record");
(e) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(g) there is no government or other insurance covering the Shares;
(h) there are risks associated with an investment in the Shares, as more fully described in certain information forming part of the Public Record;
(i) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under the Securities Act (British Columbia) (the “B.C. Act”) and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(j) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(k) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fl) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsShares hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber’s lawyer and/or advisor(s);
(m) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(n) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will bear a legend in substantially become listed on any stock exchange or automated dealer quotation system; except that currently the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.common shares of the Company are quoted for trading on the OTC Bulletin Board;
(go) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares and under the B.C. Act and Multilateral Instrument 45-102 adopted by the BCSC;
(p) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(r) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Digital Youth Network Corp.), Private Placement Subscription Agreement (Digital Youth Network Corp.)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been or will be registered under the U.S. Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United StatesStates and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonsPerson, as that term is defined in Regulation S under “S” (“Regulation “S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 Act (Act, except in accordance with the provisions of Regulation "Regulation S"), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares Securities and shares issued upon exercise of the Warrants (collectively, the "Total Securities") not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase the Shares hereunder Units has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely solely upon a review of any public information which has been filed provided by the Company with in this Subscription Agreement (the Securities and Exchange Commission ("SECCompany Information") in compliance, or intended compliance, with applicable securities legislation;).
(ed) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(e) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Securities pursuant to this Subscription Agreement;
(f) upon the issuance thereof, Company is entitled to rely on the representations and until such time as warranties and the same is no longer required under the applicable securities laws statements and regulations, the certificates representing any answers of the Shares Subscriber contained in this Subscription Agreement and the Subscriber will bear hold harmless the Company from any loss or damage it may suffer as a legend in substantially result of the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Subscriber's failure to correctly complete this Subscription Agreement;
(g) the Subscriber has been advised to consult will indemnify and hold harmless the Subscriber's own legalCompany and, tax where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein or in any other advisors with respect document furnished by the Subscriber to the merits and risks of an investment Company in connection herewith, being untrue in any material respect or any breach or failure by the Shares and Subscriber to comply with respect any covenant or agreement made by the Subscriber to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionsconnection therewith;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares Units to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(i) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Total Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Total Securities hereunder, and
(ii) applicable resale restrictions.
(j) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Total Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Total Securities pursuant to registration of any of the Total Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(k) the Subscriber is not a U.S. Person (as defined in Regulation S), is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Units as principal for its own account or for account of the Disclosed Principal, as applicable, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Units, other than the Disclosed Principal, if applicable; -
(l) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(m) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Units through a person registered to sell securities and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies, including statutory rights of rescission or damages, will not be available to the Subscriber;
(n) the common stock of the Company is currently listed for trading on the OTCQB. an automated dealer quotation system;
(o) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act, except as set out in this Agreement;
(p) neither the SEC, nor any other securities regulatory authority has reviewed or passed on the merits of the Securities;
(q) no documents in connection with this Offering have been reviewed by the SEC, nor by any other securities regulatory authority or state securities administrators;
(r) there is no government or other insurance covering any of the Securities; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Orgenesis Inc.), Private Placement Subscription Agreement (Orgenesis Inc.)
Acknowledgements of Subscriber. 7.1 (a) The Subscriber acknowledges and agrees that:
(ai) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 pursuant to an effective registration statement under the 1933 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 securities lawsAct;
(bii) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(diii) the decision to execute this Subscription Agreement and acquire purchase the Shares Securities 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 the Company. If the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(iv) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale of the Securities 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 the Company;
(v) the decision to execute this Subscription Agreement and purchase the Securities 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 the Company and such decision is based entirely solely upon a review of any public publicly available information which has been filed by regarding the Company with (the Securities and Exchange Commission ("SECCompany Information") in compliance, or intended compliance, with applicable securities legislation);
(evi) the Subscriber books and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock records of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of the Shares;
(j) no documents business and that all documents, records and books in connection with the sale of the Shares Securities hereunder have been reviewed made available for inspection by the SEC or any state securities administratorsSubscriber, the Subscriber’s attorney and/or advisor(s);
(kvii) there is no government or other insurance covering any by execution of this Subscription Agreement the Subscriber has waived the need for the Company to communicate its acceptance of the Sharespurchase of the Securities pursuant to this Subscription Agreement;
(lviii) all information which the Subscriber has provided to the Company in the Questionnaire is correct and complete as of the date the Questionnaire is signed, and if there should be any change in such information prior to the Subscription being accepted by the Company, the Subscriber will immediately provide the Company with such information;
(ix) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and in the Questionnaire, and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement or the Questionnaire;
(x) it will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(xi) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(xii) it has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(xiii) none of the Securities are listed on any stock exchange and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
(xiv) it is acquiring the Securities as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(xv) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(xvi) the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(xvii) the Subscriber recognizes that an investment in the Shares involves certain risks and has taken full cognizance of and understand all of the risk factors related to the business objectives of the Company and the purchase of the Shares. An investment in the Shares offered hereby is speculative and involves a high degree of risk and should not be purchased by persons who cannot afford the loss of their entire investment. Prospective investors should carefully consider all such risk factors.
(xviii) Pending acceptance of this subscription by the Company, all funds paid hereunder shall be deposited by the Company and immediately available to the Company for its corporate purposes. In the event the subscription is not accepted, the subscription funds will constitute a non-interest bearing demand loan of the Subscriber to the Company.
(xix) the Subscriber agrees to indemnify and hold harmless the Company, its officers and directors from and against all damages, losses, costs and expenses (including reasonable attorney’s fees) which they may incur by reason of my failure to fulfill any of the terms or conditions of this Subscription Agreement, or by reason of any untrue statement made herein or any breach of the representations and warranties made herein or in any document that I have provided to the Company.
(xx) The shares of common stock comprising this offering are not registered under the federal securities laws or qualified under any state securities laws, and they are being sold in reliance upon exemptions under such laws. The exemptions used require, among other things, that the common stock be purchased for investment purposes only, and not with any current view to the distribution or resale thereof. Unless the common stock is registered with the SEC and any required state authorities, or an appropriate exemption from such registration is available, a holder of these securities will be unable to liquidate his or her investment in the securities, even though the holder’s personal financial condition may dictate such liquidation. The certificates representing the shares of common stock will bear appropriate legends referring to restrictions on transferability imposed by the Securities Act and applicable state securities laws. The common stock may not be pledged, hypothecated, assigned or otherwise disposed of except as permitted under applicable federal and state securities laws or pursuant to registration or exemption therefrom. Therefore, prospective stockholders who require liquidity in their investments should not invest in the shares.
(xxi) no documents in connection with the sale of the Securities hereunder have been reviewed by the Securities and Exchange Commission or any state securities administrators;
(xxii) there is no government or other insurance covering any of the Securities; and
(mxxiii) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Intellectual Property Purchase and Sale Agreement (Biologix Hair Inc.), Intellectual Property Purchase and Sale Agreement (Biologix Hair Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under the Securities Act of 1933 (the “1933 Act”), or under any state securities or "“blue sky" ” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state securities laws;
(b) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this AgreementAct;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information (the “Company Information”) which has been filed provided by the Company with to the Securities Subscriber. If the Company has presented a business plan or any other type of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and Exchange Commission ("SEC") any projections or predictions contained in compliance, any such documents may not be achieved or intended compliance, with applicable securities legislationbe achievable;
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the Subscriber;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business and that all documents, records and until such time as books pertaining to this Offering have been made available for inspection by the same is no longer required under the applicable securities laws and regulationsSubscriber, the certificates representing any Subscriber's attorney and/or advisor(s);
(g) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.pursuant to this Subscription Agreement;
(gh) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and in the Questionnaire, and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Subscriber has been advised to consult the Subscriber's its own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(hl) none of the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make a market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Over the Counter Bulletin BoardBoard (“OTCBB”);
(im) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jn) no documents in connection with the sale of the Shares hereunder this Offering have been reviewed by the SEC or any state securities administrators;
(ko) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(mp) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Willow Creek Enterprises Inc.), Private Placement Subscription Agreement (Willow Creek Enterprises Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 federal securities laws;
(b) except as provided in this Subscription Agreement, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company (the “Public Record”) with the Securities and Exchange Commission ("the “SEC"”);
(d) in compliance, neither the SEC nor any other securities commission or intended compliance, with applicable securities legislationsimilar regulatory authority has reviewed or passed on the merits of the Shares;
(e) there is no government or other insurance covering any of the Securities;
(f) there are risks associated with an investment in the Securities;
(g) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements;
(h) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fi) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the issuance thereof, Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) none of the Securities are listed on any stock exchange or automated dealer quotation system and until such time as no representation has been made to the same is no longer required under the applicable securities laws and regulations, the certificates representing Subscriber that any of the Shares Securities will bear become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a legend in substantially market for the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Company’s common shares on the FINRA’s OTC Markets;
(gk) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and federal securities laws;
(l) the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and federal securities laws;
(m) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mn) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Momentous Holdings Corp.), Private Placement Subscription Agreement (Momentous Holdings Corp.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) the Company is currently effecting a forward split of its authorized and issued and outstanding common stock on an 18-for-1 basis, which forward stock split is expected to be effective on or before February 15, 2008;
(b) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities lawsAct;
(bc) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this AgreementAct;
(d) the decision to execute this Subscription Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission (the "SEC") and in compliance, or intended compliance, with applicable securities legislationlegislation (collectively, the "Public Record");
(e) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(g) there is no government or other insurance covering the Securities;
(h) there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record;
(i) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares or Warrant Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(j) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fk) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsSecurities hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber’s lawyer and/or advisor(s);
(l) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(m) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.become listed on any stock exchange or automated dealer quotation system;
(gn) the Company will refuse to register any transfer of the Shares or the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(o) the statutory and regulatory basis for the exemption claimed for the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(p) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;Securities hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mq) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Subscription Agreement (Crown Oil & Gas Inc.), Subscription Agreement (Crown Oil & Gas Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under the Securities Act of 1933 (the “1933 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 pursuant to an effective registration statement under the 1933 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 securities lawsAct;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of the news releases of the Company and any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation. If the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(c) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Agreement;
(d) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Agreement;
(e) it will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber and contained herein or in any document furnished by the Subscriber’s advisor(s) have had a reasonable opportunity Subscriber to ask questions of and receive answers from the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the issuance of the Shares hereunder, and to obtain additional information, Subscriber to the extent possessed or obtainable by the Company without unreasonable effort or expensein connection therewith;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any sale of the Shares to the Subscriber will bear a legend not be completed if acceptance would be unlawful or if, in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933discretion of the Company, AS AMENDED (THE “SECURITIES ACT”)acting reasonably, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.acceptance is not in the best interests of the Company;
(g) the Subscriber it has been advised to consult the Subscriber's its own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, ; except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s non-NASDAQ Over-the-Counter Bulletin Board;
(i) neither it is outside the SEC nor any United States when receiving and executing this Subscription Agreement and is acquiring the Shares for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; or, if not, it is an accredited investor as defined by US securities commission or similar regulatory authority has reviewed or passed on the merits of the Shareslaws;
(j) no documents in connection with the sale Shares may not be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Shares hereunder have been reviewed by the SEC or any state securities administratorsRestricted Period (as defined herein), if applicable;
(k) there the Company is under no government obligation to register or other insurance covering any qualify the Shares on behalf of the SharesSubscriber or to assist the Subscriber in complying with any exemption from registration and qualification under the 1933 Act and applicable state securities laws, or any form of exemption therefrom;
(l) in the issuance view of the Securities and Exchange Commission, the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares to the Subscriber will Shares, although in technical compliance with Regulation S, would nonetheless not be completed available if it would be unlawful the offering is part of a plan or if, in scheme to evade the discretion registration provisions of the Company acting reasonably, it is not in the best interests of the Company; and1933 Act;
(m) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company; and
(n) the Company will pay a finders fee, in cash, equal to 2.8% of the gross proceeds received by the Company from the sale of the Shares. The subscriber further acknowledges that the finder and its officers, directors, employees and affiliates may, from time to time, hold positions in securities of the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Sportsprize Entertainment Inc/), Private Placement Subscription Agreement (Sportsprize Entertainment Inc/)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been or will be registered under the U.S. Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United StatesStates and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonsPerson, as that term is defined in Regulation S under “S” (“Regulation “S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 Act (Act, except in accordance with the provisions of Regulation "Regulation S"), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares Securities and shares issued upon exercise of the Warrants (collectively, the "Total Securities") not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase the Shares hereunder Units has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely solely upon a review of any public information which has been filed provided by the Company with in this Subscription Agreement (the Securities and Exchange Commission ("SECCompany Information") in compliance, or intended compliance, with applicable securities legislation;).
(ed) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(e) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Securities pursuant to this Subscription Agreement;
(f) upon the issuance thereof, Company is entitled to rely on the representations and until such time as warranties and the same is no longer required under the applicable securities laws statements and regulations, the certificates representing any answers of the Shares Subscriber contained in this Subscription Agreement and the Subscriber will bear hold harmless the Company from any loss or damage it may suffer as a legend in substantially result of the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Subscriber's failure to correctly complete this Subscription Agreement;
(g) the Subscriber has been advised to consult will indemnify and hold harmless the Subscriber's own legalCompany and, tax where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein or in any other advisors with respect document furnished by the Subscriber to the merits and risks of an investment Company in connection herewith, being untrue in any material respect or any breach or failure by the Shares and Subscriber to comply with respect any covenant or agreement made by the Subscriber to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionsconnection therewith;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares Units to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(i) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Total Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Total Securities hereunder, and
(ii) applicable resale restrictions.
(j) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Total Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Total Securities pursuant to registration of any of the Total Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(k) the Subscriber is not a U.S. Person (as defined in Regulation S), is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Units as principal for its own account or for account of the Disclosed Principal, as applicable, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Units, other than the Disclosed Principal, if applicable; -
(l) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(m) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Units through a person registered to sell securities and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies, including statutory rights of rescission or damages, will not be available to the Subscriber;
(n) the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
(o) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(p) neither the SEC, nor any other securities regulatory authority has reviewed or passed on the merits of the Securities;
(q) no documents in connection with this Offering have been reviewed by the SEC, nor by any other securities regulatory authority or state securities administrators;
(r) there is no government or other insurance covering any of the Securities; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Orgenesis Inc.), Private Placement Subscription Agreement (Orgenesis Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities lawsAct;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislationAct;
(c) by completing the Questionnaire, the Subscriber has received is representing and carefully read this Agreementwarranting that the Subscriber is an “Accredited Investor”, as the term is defined in Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationlegislation (collectively, the “Public Record”);
(e) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(g) there is no government or other insurance covering the Shares;
(h) there are risks associated with an investment in the Shares, as more fully described in certain information forming part of the Public Record;
(i) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under the Securities Act (British Columbia) (the “B.C. Act”) and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(j) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(k) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fl) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsShares hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber’s lawyer and/or advisor(s);
(m) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(n) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.become listed on any stock exchange or automated dealer quotation system;
(go) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(p) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, or pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the statutory and regulatory basis for the exemption claimed for the offer Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(r) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Service Air Group Inc), Private Placement Subscription Agreement (Service Air Group Inc)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been are being offered for sale only on a “private placement” basis and the Company has advised the Subscriber that the Company is relying on exemptions (and such sales are conditional upon the existence of such exemptions or will be the receipt of such orders, consents and approvals as are necessary to make such sales exempt) from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Securities Act of 1933 (British Columbia) (the “1933 BC Act”)) and, or as a consequence of acquiring securities pursuant to these exemptions
(i) certain protections, rights and remedies provided by such securities legislation will not be available to the Subscriber,
(ii) information that would otherwise be provided to the Subscriber under any state such securities or "blue sky" laws of any state of the United Stateslegislation will not be provided to it, and, unless so registered, may not be offered or sold in
(iii) the United States or, directly or indirectly, Company is relieved from various obligations under such securities legislation that would otherwise apply to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except pursuant to an effective registration statement under the 1933 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 securities laws;it.
(b) the Company it has not undertaken, and will have no obligation, to register any received a copy of the Shares under the 1933 Act or any other applicable securities legislationOffering Memorandum;
(c) the Company is entitled to rely on the statements and answers of the Subscriber has received contained in this Agreement and carefully read the Subscriber will hold the Company harmless from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(d) the decision to execute this Agreement and acquire the Shares it has (or others for whom it is contracting hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC"have) in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised to consult the Subscriber's their own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and legal advisers with respect to applicable resale restrictions, restrictions and it is (or others for whom it is contracting hereunder are) solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(me) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.Company and the Company may, in its sole discretion, elect not to accept the subscription from the Subscriber and will return, without interest or deduction, the funds received from the Subscriber in respect of its Subscription Price;
(f) this Agreement has been entered into by the Subscriber for valuable consideration and may not be revoked or withdrawn by the Subscriber except pursuant to the right of rescission set out under “Purchasers’ Rights” in the Offering Memorandum and it is not assignable by the Subscriber without the written consent of the Company which consent may be unreasonably withheld;
(g) the Company is not registered under any securities legislation for the purposes of selling the Shares;
Appears in 2 contracts
Samples: Private Placement Subscription Agreement, Private Placement Subscription Agreement
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 Securities Act ("“Regulation S"”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Securities Act and in each case only in accordance with applicable state securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Securities Act or any other applicable securities legislation;
(c) the Subscriber it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC"“Commission”) in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber it and the Subscriber’s its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, books and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any records of the Shares will bear a legend Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in substantially connection with the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”sale of the Securities hereunder have been made available for inspection by it and its attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(h) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold the Company harmless from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(i) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(hj) none of the Shares Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make a market in the common shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin BoardOTCBB operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”);
(ik) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, below), or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(l) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in each case in accordance with applicable state securities laws;
(m) neither the SEC Commission nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(jn) no documents in connection with the sale transfer of the Shares hereunder have been reviewed by the SEC Commission or any state securities administrators;
(ko) there is no government or other insurance covering any of the SharesSecurities;
(lp) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(q) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is not a resident of the United States and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(r) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the Securities Act; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Cancellation Agreement (Qnective, Inc.), Subscription Agreement (Qnective, Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 any applicable state securities and provincial laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or qualify any other applicable of the Shares under any state or provincial securities legislationlaws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationCompany;
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the issuance thereof, and until such time as Offering have been made available for inspection by the same is no longer required under the applicable securities laws and regulationsSubscriber, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”Subscriber's attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(hj) there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
(k) the Company is a “private issuer” as that term is defined in National Instrument (“NI 45-106”), except that currently certain market makers make market in as adopted by the shares of common stock British Columbia Securities Commission, and as such, until the Company ceases to be a “private issuer”:
(i) the securities of the Company cannot be transferred without the previous consent of the Company’s board of directors, expressed by resolution of the board, at their sole discretion; and
(ii) there are restrictions on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Boardnumber of shareholders of the Company;
(il) the Subscriber is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(m) the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(n) the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation;
(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jp) no documents in connection with the sale of the Shares hereunder Offering have been reviewed by the SEC or any state securities administrators;
(kq) there is no government or other insurance covering any of the Shares;
(lr) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(s) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mt) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Vantech Plastics CORP), Private Placement Subscription Agreement (Vantech Plastics CORP)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 any applicable state and provincial securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or to qualify any other applicable of the Shares under any state or provincial securities legislationlaws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationCompany;
(e) by execution hereof the Subscriber and has waived the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from need for the Company in connection with to communicate its acceptance of the issuance purchase of the Shares hereunder, and pursuant to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expensethis Subscription Agreement;
(f) upon the issuance thereof, Company is entitled to rely on the representations and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any warranties of the Shares Subscriber contained in this Subscription Agreement and the Subscriber will bear hold harmless the Company from any loss or damage it or they may suffer as a legend in substantially result of the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Subscriber's failure to correctly complete this Subscription Agreement;
(g) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(h) the Subscriber has been advised to consult the Subscriber's his own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(hi) there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(ij) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jk) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(kl) there is no government or other insurance covering any of the Shares;
(lm) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(n) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mo) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Smartec Holdings Inc.), Private Placement Subscription Agreement (Lans Holding, Inc.)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been or will be registered under the U.S. Securities Act of 1933 1933, as amended (the “1933 Act”), or under any state securities or "“blue sky" ” laws of any state of the United StatesStates and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonsPerson, as that term is defined in Regulation S under “S” (“Regulation S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 Act ("Act, except in accordance with the provisions of Regulation S"), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely solely upon a review of any public information which has been filed provided by the Company with in this Subscription Agreement (the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;“Company Information”).
(ed) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderoffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(e) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Securities pursuant to this Subscription Agreement;
(f) upon the issuance thereof, Company is entitled to rely on the representations and until such time as warranties and the same is no longer required under the applicable securities laws statements and regulations, the certificates representing any answers of the Shares Subscriber contained in this Subscription Agreement and the Subscriber will bear hold harmless the Company from any loss or damage it may suffer as a legend in substantially result of the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Subscriber’s failure to correctly complete this Subscription Agreement;
(g) the Subscriber has been advised to consult will indemnify and hold harmless the Subscriber's own legalCompany and, tax where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein or in any other advisors with respect document furnished by the Subscriber to the merits and risks of an investment Company in connection herewith, being untrue in any material respect or any breach or failure by the Shares and Subscriber to comply with respect any covenant or agreement made by the Subscriber to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionsconnection therewith;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(i) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(j) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(k) the Subscriber is not a U.S. Person (as defined in Regulation S), is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account or for account of the Disclosed Principal, as applicable, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares, other than the Disclosed Principal, if applicable;
(l) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(m) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies, including statutory rights of rescission or damages, will not be available to the Subscriber;
(n) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act, except as set out in this Agreement;
(o) neither the SEC, nor any other securities regulatory authority has reviewed or passed on the merits of the Securities;
(p) no documents in connection with this offering have been reviewed by the SEC, nor by any other securities regulatory authority or state securities administrators;
(q) there is no government or other insurance covering any of the Securities; and
(mr) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Magicstem Group Corp.), Private Placement Subscription Agreement (Medicus Homecare Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 any applicable state, provincial and foreign securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission ("SEC") and Canadian Securities Commissions and in compliance, or intended compliance, with applicable securities legislationlegislation (collectively, the "Public Record");
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(f) there is no government or other insurance covering the Securities;
(g) there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record;
(h) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Securities Act (British Columbia) (the “B.C. Act”) and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(i) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares or Warrant Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(j) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fk) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsSecurities hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber’s lawyer and/or advisor(s);
(l) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(m) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will bear a legend in substantially become listed on any stock exchange or automated dealer quotation system; except that currently the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.common shares of the Company are quoted for trading on the OTC Bulletin Board;
(gn) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares and the Warrant Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(o) the Company will refuse to register any transfer of the Shares or the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(p) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(q) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;Securities hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mr) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Pan American Gold Corp), Private Placement Subscription Agreement (Pan American Gold Corp)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities lawsAct;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislationAct;
(c) by completing the Questionnaire, the Subscriber has received is representing and carefully read this Agreementwarranting that the Subscriber is an “Accredited Investor”, as the term is defined in Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;
(d) the decision to execute this Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission ("SEC") and in compliance, or intended compliance, with applicable securities legislationlegislation (collectively, the "Public Record");
(e) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(g) there is no government or other insurance covering the Securities;
(h) there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record;
(i) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Securities Act (British Columbia) (the “B.C. Act”) and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(j) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares or Warrant Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(k) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fl) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsSecurities hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber’s lawyer and/or advisor(s);
(m) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(n) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will bear a legend in substantially become listed on any stock exchange or automated dealer quotation system; except that currently the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.common shares of the Company are quoted for trading on the OTC Bulletin Board;
(go) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares and the Warrant Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(p) the Company will refuse to register any transfer of the Shares or the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(r) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;Securities hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Pan American Gold Corp), Private Placement Subscription Agreement (Liberty Star Gold Corp)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities laws;
(b) other than as set out herein, the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Agreement it and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(fe) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business and that all documents, records and until such time as books in connection with the same is no longer required under the applicable securities laws and regulations, the certificates representing any sale of the Shares hereunder have been made available for inspection by him and his attorney and/or advisor(s);
(f) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will bear a legend in substantially immediately provide the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Company with such information;
(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions;
(hj) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group Inc.’s OverPink Sheets® over-the-Counter Bulletin Boardcounter securities market;
(ik) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(l) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(m) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws;
(n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jo) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(kp) there is no government or other insurance covering any of the Shares;
(lq) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(r) the Subscriber is purchasing the Shares pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is an accredited investor of the Company and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(s) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mt) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 2 contracts
Samples: Subscription Agreement (Lightscape Technologies Inc.), Subscription Agreement (Lightscape Technologies Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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. Personsexcept in accordance with the provisions of, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except and pursuant to an effective registration statement under under, the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with Company;
(c) neither the Securities and Exchange Commission nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
("SEC"d) in compliance, there is no government or intended compliance, with applicable securities legislationother insurance covering any of the Securities;
(e) there are risks associated with an investment in the Securities;
(f) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined under the 1000 Xxx) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(g) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of information about the Company;
(fh) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsSecurities hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber’s lawyer and/or advisor(s);
(i) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Shares will bear a legend Subscriber contained herein or in substantially any document furnished by the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(gj) the Company will refuse to register any transfer of the Securities not made in accordance with, or pursuant to an effective registration statement under, the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state securities laws;
(k) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(m) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (FNDS3000 Corp), Private Placement Subscription Agreement (FNDS3000 Corp)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 pursuant to an effective registration statement under the 1933 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 securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the The decision to execute this Subscription Agreement and acquire purchase 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 the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company (the "Public Record") with the Securities and Exchange Commission (the "SEC") in compliance, or intended compliance, with applicable securities legislation);
(eb) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(c) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;
(d) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement, and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(e) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(g) the Subscriber has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the shares and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions;
(h) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(i) there is no government or other insurance covering any of the Shares; and
(mp) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 2 contracts
Samples: Subscription Agreement (Wigi Blockchain Technologies, Inc.), Subscription Agreement (Wigi Blockchain Technologies, Inc.)
Acknowledgements of Subscriber. 7.1 6.1 The Subscriber acknowledges and agrees that:
(a) none of there is no market for the Shares have been or will be registered under and that no market for the Securities Act of 1933 (the “1933 Act”), or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, Shares 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 pursuant to an effective registration statement under the 1933 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 securities lawsever exist;
(b) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act be achieved or any other applicable securities legislationbe achievable;
(c) the Subscriber has received been advised that the business of the Company is in a start-up phase and carefully read this Agreementacknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(d) no securities commission or similar regulatory authority has reviewed or passed on the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf merits of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationShares;
(e) there is no government or other insurance covering the Shares;
(f) the securities of the Company cannot be transferred without the previous consent of the board of directors, expressed by resolution of the board, at the sole discretion of the directors;
(g) the Subscriber is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of the applicable securities laws and regulations (collectively, the "Legislation") in all jurisdictions relevant to this Subscription, and , as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under the Legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to the Legislation;
(h) in addition to any restrictions imposed pursuant to paragraph 6.1(e) above, any transfer, sale, resale or other subsequent disposition of the Shares may be subject to restrictions contained in the Legislation applicable to the holder of the Shares or to the proposed transferee, including, but not limited to, resale restrictions under the BC Act;
(i) the Company is not a reporting issuer in any province or territory of Canada and, accordingly, any applicable hold periods under the Legislation may never expire, and the Shares may be subject to restrictions on resale for any indefinite period of time;
(j) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fk) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsShares hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber’s lawyer and/or advisor(s);
(l) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(m) no representation has been made to the Subscriber that any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.become listed on any stock exchange or automated dealer quotation system;
(gn) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mo) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Goldrange Resources, Inc.)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 pursuant to an effective registration statement under the 1933 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 securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("“SEC"”) in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.Financial Industry Regulatory Authority’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(m) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: Debt Settlement and Subscription Agreement (Maverick Minerals Corp)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been or will be registered under the United States Securities Act of 1933 1933, as amended (the “1933 Act”), ) or under any state securities or "“blue sky" laws ” laws, and the Company has no obligation or present intention of any state filing a registration statement under the 1933 Act in respect of the United States, and, unless so registered, may Securities and therefore the Securities cannot be offered or sold in the United States orof America without registration under the 1933 Act and the securities laws of all applicable states of the United States of America, directly unless an exemption from registration is available or indirectly, registration is not required pursuant to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except pursuant to an effective registration statement under the 1933 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 securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the Subscriber’s decision to execute this Agreement and acquire the Shares hereunder Units has not been based upon on any oral or written representation as to fact or otherwise made by or on behalf of the Company or any consultant (the “Consultant”) who might have introduced the Subscriber to the Company and the Company has not provided any offering memorandum, prospectus, disclosure statement or registration statement to the Subscriber but such decision is based entirely upon a the Subscriber’s review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with various Canadian securities commissions under applicable securities legislationlegislation and the Exchange (the “Public Record”), including the Company’s most recent audited annual and unaudited interim financial statements (collectively the “Financial Statements”), and the Subscriber’s knowledge of the Company’s affairs, and the Subscriber has had the opportunity to ask questions of the Company and its advisors regarding the Company and its business and financial condition and, as a result of all of the foregoing, the Subscriber believes that it has received all the information which it considers necessary for deciding whether to invest in the Units;
(c) although the Consultant may have introduced the Subscriber to the Company, the Subscriber and the Company acknowledge and agree with, and for the benefit of, the Consultant (such acknowledgements and agreements to survive the Closing) that:
(i) the Consultant and its directors, officers, employees, agents and representatives have no responsibility or liability of any nature whatsoever for the accuracy or adequacy of the information contained in this Agreement, the Public Record or any other publicly available information concerning the Company or as to whether all information concerning the Company required to be disclosed by it has generally been disclosed;
(ii) the Consultant has not engaged in any independent investigation or verification with respect to this subscription or any such information; and
(iii) the Subscriber hereby releases the Consultant from any claims that may arise in respect of this Agreement, except those arising from the Consultant’s wilful act or negligence;
(d) the Company is entitled to rely on the statements and answers of the Subscriber contained in this Agreement and in the Schedules to this Agreement and the Subscriber will hold the Company and the Consultant harmless from any loss or damage they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement and such Schedules;
(e) the Subscriber and the Subscriber’s advisor(sit has (or others for whom it is contracting hereunder have) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised to consult the Subscriber's their own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and legal advisers with respect to applicable resale restrictions, restrictions and it is (or others for whom it is contracting hereunder are) solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(mf) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, it has been entered into by the Subscriber for valuable consideration and may not be revoked or withdrawn by the Subscriber and it is not assignable by the Subscriber without the written consent of the Company which consent may be unreasonably withheld;
(g) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(h) there is no government or other insurance covering the Securities;
(i) there are risks associated with the purchase of the Securities;
(j) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities;
(k) the Units are being offered for sale only on a ‘private placement’ basis and the Company has advised the Subscriber that the Company is relying on exemptions (and such sales are conditional upon the existence of such exemptions or the receipt of such orders, consents and approvals as are necessary to make such sales exempt) from the requirements to provide the Subscriber with a prospectus or offering memorandum and to sell securities through a person registered to sell securities under the Securities Act (British Columbia), Securities Act (Alberta) and Securities Act (Ontario) (together with the respective rules, policies, instruments and orders thereunder, the “BC Act”, “Alberta Act” and “Ontario Act”, respectively), as the case may be, and, as a consequence of acquiring securities pursuant to these exemptions,
(i) certain protections, rights and remedies provided by such securities legislation, including statutory rights of rescission or damages, will not be available to the Subscriber,
(ii) information that would otherwise be provided to the Subscriber under such securities legislation will not be provided to it, and
(iii) the Company is relieved from various obligations under such securities legislation that would otherwise apply to it;
(l) pursuant to the Resale Instrument, the Securities will be subject to restrictions on transfer for a period of four months and a concurrent period of four months pursuant to the policies of the Exchange, in both cases from the Closing Date and thereafter the Securities may be subject to notice or other requirements under applicable securities legislation upon disposition; and
(m) pending the approval of the Private Placement by all securities regulatory authorities having jurisdiction and the Closing, the Subscription Funds may be used by the Company for its corporate purposes. Any interest income from the Subscription Funds shall be for the account of the Company regardless of whether the Private Placement is approved by such regulatory authorities. Should such regulatory authorities not approve the Private Placement the Subscription Funds shall be repaid to the Subscriber on demand without interest or deduction.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Kirkland Lake Gold Inc)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Purchased Shares have been or are being offered for sale on a “private placement” basis and will be registered subject to statutory resale restrictions under the Securities Act of 1933 (the “1933 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 pursuant to an effective registration statement under the 1933 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 securities laws;
(b) the Company has not undertakenLaws, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received covenants that it will not resell the Purchased Shares except in compliance with such laws and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and acknowledges that it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionssuch compliance;
(hb) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority Governmental Authority has reviewed or passed on the merits of the Purchased Shares;
(jc) no documents the certificates representing the Purchased Shares will bear legends substantially in connection the following form: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ●, 2012 [Insert the date that is four months and one day after the distribution date.] THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. ”
(d) the Subscriber will execute, deliver, file and otherwise assist the Company with filing all documentation required by the sale TSX and applicable Securities Laws to permit the subscription for and the issuance of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Purchased Shares;
(le) the issuance and sale of Company is relying on an exemption from the Shares requirement to provide the Subscriber with a prospectus under the Securities Laws and, as a consequence of acquiring the Purchased Shares pursuant to such exemption, certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission or damages, will not be completed if it would be unlawful or if, in available to the discretion of the Company acting reasonably, it is not in the best interests of the CompanySubscriber; and
(mf) this Agreement is not enforceable by there are risks associated with the Subscriber unless it has been accepted by purchase of the CompanyPurchased Shares.
Appears in 1 contract
Samples: Subscription Agreement
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under the U.S. Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United StatesStates and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonsPerson, as that term is defined in Regulation S under “S” (“Regulation “S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 Act ("Regulation S")Act, except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state, provincial and foreign securities laws;
(b) the Shares are being issued to the Subscriber by the Company pursuant to an exemption from applicable Canadian securities laws as set out in National Instrument 45-106 (“NI 45-106”) of the Canadian Securities Administrators adopted by the British Columbia Securities Commission (the "BCSC");
(c) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely solely upon a review of any public information which has been filed provided by the Company with in this document or that is publicly available on the Securities and Exchange Commission XXXXX website maintained by the SEC (collectively, the "SECCompany Information") in compliance, or intended compliance, with applicable securities legislation;).
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderoffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(f) upon by execution hereof the issuance thereof, and until such time as Subscriber has waived the same is no longer required under need for the applicable securities laws and regulations, Company to communicate its acceptance of the certificates representing any purchase of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.pursuant to this Subscription Agreement;
(g) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber has been advised to consult contained in this Agreement and the Questionnaire and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's own legal, tax and other advisors with respect failure to correctly complete this Agreement or the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionsQuestionnaire;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(i) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions;
(j) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(k) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell any of the Shares in Canada under applicable provincial securities laws and Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over the Counter Markets (“MI 51-105”) of the Canadian Securities Administrators;
(l) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies, including statutory rights of rescission or damages, will not be available to the Subscriber;
(m) the Shares are not listed on any stock exchange and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange;
(n) neither the SEC, nor any other securities regulatory authority has reviewed or passed on the merits of the Shares;
(o) no documents in connection with Subscriber’s acquisition of Shares have been reviewed by the SEC, nor by any other state securities administrators;
(p) there is no government or other insurance covering any of the Shares;
(q) the Company will refuse to register the transfer of any of the Shares to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and, in each case, in accordance with any other applicable laws; and
(mr) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber he has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber he and the Subscriber’s his advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business and that all documents, records and until such time as books in connection with the same is no longer required under the applicable securities laws and regulations, the certificates representing any sale of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”hereunder have been made available for inspection by him and his attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions;
(hj) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Shares under the Securities Act (British Columbia) and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(k) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to sell the Shares and, as a consequence of acquiring the Shares pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation of British Columbia including statutory rights of rescission or damages, will not be available to the Subscriber;
(l) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(im) the Subscriber is outside the United States when receiving and executing this Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(n) noneof the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jp) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(kq) there is no government or other insurance covering any of the Shares;
(lr) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(s) the Subscriber is purchasing the Shares pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is an accredited investor of the Company and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(t) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mu) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Avro Energy Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities laws;
(b) other than as set out herein, the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase the Shares Securities 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation, including, by way of example and not in limitation, the Share Exchange Agreement, which was filed as an exhibit to the Company's Form 8-K filed with the SEC on November 7, 2005 (as the same may be amended from time-to-time);
(e) the Subscriber it and the Subscriber’s its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, books and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any records of the Shares will bear a legend Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in substantially connection with the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”sale of the Securities hereunder have been made available for inspection by him and his attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(h) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(i) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(hk) none of the Shares Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the National Association of Securities Dealers, Inc.'s OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(il) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Securities as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(m) none of the Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(n) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws;
(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(jp) no documents in connection with the sale of the Shares Securities hereunder have been reviewed by the SEC or any state securities administrators;
(kq) there is no government or other insurance covering any of the SharesSecurities;
(lr) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(s) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is an accredited investor of the Company and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(t) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mu) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) a. none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 any applicable state and provincial securities laws;
(b) ; b. the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or to qualify any other applicable of the Shares under any state or provincial securities legislation;
(c) laws; c. the Subscriber has received and carefully read this Subscription Agreement;
(d) ; d. the decision to execute this Subscription Agreement and acquire purchase 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 the Company; e. by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement; f. the Company is entitled to rely on the representations and such decision is warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; g. the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based entirely upon a review any representation or warranty of the Subscriber contained herein or in any public information which has been filed document furnished by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the issuance of the Shares hereunder, and to obtain additional information, Subscriber to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) connection therewith; h. the Subscriber has been advised to consult the Subscriber's his own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) ; i. there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) ; j. neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) ; k. no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) ; l. there is no government or other insurance covering any of the Shares;
(l) ; m. the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
n. the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(m) and o. this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (OneLife Health Products Inc.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 pursuant to an effective registration statement under the 1933 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 securities lawsAct;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislationAct;
(c) the decision to execute this Subscription Agreement and purchase 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 the Company. If the Company has presented a business plan to the Subscriber, the Subscriber has received and carefully read this Agreementacknowledges that the business plan may not be achieved or be achievable;
(d) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale 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 the Company;
(e) by completing the Canadian Questionnaire, the Subscriber is representing and warranting that the Subscriber satisfies one of the categories of registration and prospectus exemptions provided for in National Instrument 45-106 ("NI 45-106") adopted by the Canadian Securities Administrators (the "CSA");
(f) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely solely upon a review of any public information which has been filed regarding the Company provided by the Company with to the Securities and Exchange Commission Subscriber (the "SECCompany Information") in compliance, or intended compliance, with applicable securities legislation);
(eg) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon , necessary to verify the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any accuracy of the Shares will bear a legend information contained in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933Company Information, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised or any other document provided to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system books and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock records of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of the Shares;
(j) no documents business and that all documents, records and books in connection with the sale of the Shares hereunder have been reviewed made available for inspection by the SEC or Subscriber, the Subscriber's attorney and/or advisor(s);
(i) by execution of this Subscription Agreement the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;
(j) all information which the Subscriber has provided to the Company in the Questionnaire is correct and complete as of the date the Questionnaire is signed, and if there should be any state securities administratorschange in such information prior to the Subscription being accepted by the Company, the Subscriber will immediately provide the Company with such information;
(k) there the Company is no government or other insurance covering any entitled to rely on the representations and warranties and the statements and answers of the SharesSubscriber contained in this Subscription Agreement and in the Questionnaire, and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement or the Questionnaire;
(l) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(m) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(n) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions;
(o) none of the Shares are listed on any stock exchange and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
(p) the Subscriber is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(q) the Subscriber is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(r) the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(s) no documents in connection with the sale of the Shares hereunder have been reviewed by the Securities and Exchange Commission or any state securities administrators;
(t) there is no government or other insurance covering any of the Shares; and
(mu) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (American Paramount Gold Corp.)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been or will be registered under the U.S. Securities Act of 1933 1933, as amended (the “"1933 Act”"), or under any state securities or "blue sky" laws of any state of the United StatesStates and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonsPerson, as that term is defined in Regulation S under “S” (“Regulation “S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 Act ("Regulation S")Act, except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act Act, and in each case only in accordance with applicable state securities laws;
(b) the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any other applicable securities legislationpursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase the Shares hereunder Units has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely solely upon a review of any public information which has been filed provided by the Company with in this document (the Securities and Exchange Commission ("SECCompany Information") in compliance, or intended compliance, with applicable securities legislation;).
(ed) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the issuance of the Shares hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(e) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;
(f) upon the issuance thereof, Company is entitled to rely on the representations and until such time as warranties and the same is no longer required under the applicable securities laws statements and regulations, the certificates representing any answers of the Shares Subscriber contained in this Subscription Agreement and the Subscriber will bear hold harmless the Company from any loss or damage it may suffer as a legend in substantially result of the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Subscriber's failure to correctly complete this Subscription Agreement;
(g) the Subscriber has been advised to consult will indemnify and hold harmless the Subscriber's own legalCompany and, tax where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein or in any other advisors with respect document furnished by the Subscriber to the merits and risks of an investment Company in connection herewith, being untrue in any material respect or any breach or failure by the Shares and Subscriber to comply with respect any covenant or agreement made by the Subscriber to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictionsconnection therewith;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares Units to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(i) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(j) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(k) the Subscriber is not a U.S. Person (as defined in Regulation S), is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Units as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Units;
(l) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(m) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Units through a person registered to sell securities and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies, including statutory rights of rescission or damages, will not be available to the Subscriber;
(n) the Securities are not listed on any stock exchange and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange;
(o) neither the SEC, nor any other securities regulatory authority has reviewed or passed on the merits of the Securities;
(p) no documents in connection with this Offering have been reviewed by the SEC, nor by any other state securities administrators;
(q) there is no government or other insurance covering any of the Securities; and
(mr) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Titon Iron Ore Corp.)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of there is no market for the Shares have been or will be registered under Units and that no market for the Securities Act of 1933 (the “1933 Act”), or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, Units 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 pursuant to an effective registration statement under the 1933 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 securities lawsever exist;
(b) the Company has not undertakenSubscriber is aware that an investment in the Units is speculative and involves certain risks, and will have no obligation, to register any including the possible loss of the Shares under the 1933 Act or any other applicable securities legislationinvestment;
(c) the Subscriber has received understands and carefully read agrees that the Manager and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this AgreementSubscription Agreement and any questionnaire completed herewith, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Manager;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral transfer, resale or written representation as to fact or otherwise made by or on behalf other subsequent disposition of the Company Units will be subject to restrictions set out in the Declaration of Trust for the Trust dated as of May 1, 2014 (as amended and such decision is based entirely upon a review restated as of any public information which has been filed November 15, 2014 and further amended by the Company with First Supplement to the Securities Declaration of Trust dated May 1, 2017 and Exchange Commission ("SEC"the Second Supplement dated May 1, 2018) and may be subject to restrictions contained in compliancethe Legislation applicable to the holder of the Units or to the proposed transferee, or intended complianceincluding, with applicable securities legislationbut not limited to, resale restrictions under the Legislation, as applicable;
(e) the Subscriber Trust is not a reporting issuer in any province or territory of Canada and, accordingly, any applicable hold periods under the Legislation may never expire, and the Subscriber’s advisor(s) have had a reasonable opportunity Units may be subject to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expenserestrictions on resale for an indefinite period;
(f) upon no person has made to the issuance thereof, and until such time undersigned any written or oral representations:
(i) that any person will resell or repurchase the Units;
(ii) that any person will refund the Purchase Price for the Units other than as provided in this Subscription;
(iii) as to the same is no longer required under the applicable securities laws and regulations, the certificates representing any future price or value of the Shares Units; or
(iv) that the Units will bear be listed and posted for trading on a legend in substantially stock exchange, that application has been made to list and post the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933Units for trading on a stock exchange, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.or that application has been made to list and post the Units for trading on a stock exchange;
(g) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Units;
(h) by execution hereof the Subscriber has waived the need for the Manager to communicate its acceptance of the purchase of the Units pursuant to this Subscription Agreement;
(i) the Subscriber will indemnify and hold harmless the Manager and the Trust and their respective directors, officers, employees, agents, advisors and securityholders from and against any and all loss, liability, claim, damage and expense whatsoever arising out of or based upon any representation or warranty of the Subscriber contained herein, any questionnaire or in any other document furnished by the Subscriber to the Manager in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Manager in connection therewith;
(j) the Subscriber has been advised to consult the Subscriber's its own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Units and with respect to applicable resale restrictions, restrictions and it is solely responsible (and the Company Manager is not in any no way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(k) there is no government or other insurance covering any of the Shares;Units; and
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(m) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the CompanyManager for and on behalf of the Trust, and the Subscriber acknowledges and agrees that the Manager reserves the right to reject any Subscription for any reason.
Appears in 1 contract
Samples: Subscription Agreement
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 pursuant to an effective registration statement under the 1933 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 securities lawsAct;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of any public information which has been filed by Company. If the Company with has presented a business plan to the Securities and Exchange Commission ("SEC") in complianceSubscriber, the Subscriber acknowledges that the business plan may not be achieved or intended compliance, with applicable securities legislationbe achievable;
(ed) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(e) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney and/or advisor(s);
(f) upon by execution of this Subscription Agreement the issuance thereof, and until such time as Subscriber has waived the same is no longer required under need for the applicable securities laws and regulations, Company to communicate its acceptance of the certificates representing any purchase of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.pursuant to this Subscription Agreement;
(g) all information which the Subscriber has provided to the Company in the Questionnaires are correct and complete as of the date the Questionnaires are signed, and if there should be any change in such information prior to the Subscription being accepted by the Company, the Subscriber will immediately provide the Company with such information;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and in the Questionnaires, and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement or the Questionnaires;
(i) it will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) it has been advised to consult the Subscriber's its own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, restrictions and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(hl) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers currently make a market in the shares Company’s share of common stock of the Company on the OTC Markets Group Inc.’s Overover-the-Counter Bulletin Boardthe counter bulletin board in the United States;
(im) neither it is acquiring the SEC nor any Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other securities commission person has a direct or similar regulatory authority has reviewed or passed on the merits of the indirect beneficial interest in such Shares;
(jn) the Subscriber is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(o) the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(p) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC Securities and Exchange Commission or any state securities administrators;
(kq) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(mr) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Cheetah Oil & Gas Ltd.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 pursuant to an effective registration statement under the 1933 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 securities lawsAct;
(b) The Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislation;Act.
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase the Shares Securities 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 the Company. If the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable.
(d) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale of the Securities 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 the Company.
(e) the decision to execute this Subscription Agreement and purchase the Securities 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 the Company and such decision is based entirely solely upon a review of any public publicly available information which has been filed by regarding the Company with (the Securities and Exchange Commission ("SECCompany Information") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;).
(f) upon the issuance thereof, books and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock records of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of the Shares;
(j) no documents business and that all documents, records and books in connection with the sale of the Shares Securities hereunder have been reviewed made available for inspection by the SEC or any state securities administrators;
Subscriber, the Subscriber’s attorney and/or advisor(s) (kg) there is no government or other insurance covering any by execution of this Subscription Agreement, the Subscriber has waived the need for the Company to communicate its acceptance of the Shares;
(l) the issuance and sale purchase of the Shares Securities pursuant to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(m) this Agreement is not enforceable by the Subscriber unless it has been accepted by the CompanySubscription Agreement.
Appears in 1 contract
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially hereunder have been made available for inspection by the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”Subscriber and the Subscriber’s attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of any of the Shares hereunder, and
(ii) applicable resale restrictions;
(hj) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell any of the Shares under the Securities Act (British Columbia) (the "B.C. Act") and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission (the "BCSC");
(k) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to issue the Shares and, as a consequence of acquiring the Shares pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation of British Columbia including statutory rights of rescission or damages, will not be available to the Subscriber;
(l) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group National Association of Securities Dealers, Inc.’s 's Over-the-Counter Bulletin Board;
(im) the Subscriber is outside the United States when receiving and executing this Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Shares;
(n) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jp) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(kq) there is no government or other insurance covering any of the Shares;
(lr) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(s) the statutory and regulatory basis for the exemption claimed for the offer and issuance of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mt) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: Debt Settlement and Subscription Agreement (Megawest Energy Corp.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 pursuant to an effective registration statement under the 1933 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 securities lawsAct;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislationAct;
(c) the decision to execute this Subscription Agreement and purchase 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 the Company. If the Company has presented a business plan to the Subscriber, the Subscriber has received and carefully read this Agreementacknowledges that the business plan may not be achieved or be achievable;
(d) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale 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 the Company;
(e) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely solely upon a review of any public publicly available information which has been filed by regarding the Company with available on the website of the United States Securities and Exchange Commission (the "SEC") in compliance, or intended compliance, with applicable securities legislation;
available at xxx.xxx.xxx (e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the "Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expenseInformation");
(f) upon the issuance thereof, books and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(g) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock records of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of the Shares;
(j) no documents business and that all documents, records and books in connection with the sale of the Shares hereunder have been reviewed made available for inspection by the SEC Subscriber, the Subscriber’s attorney and/or advisor(s);
(g) by execution of this Subscription Agreement the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;
(h) all information which the Subscriber has provided to the Company in the Questionnaire is correct and complete as of the date the Questionnaire is signed, and if there should be any change in such information prior to the Subscription being accepted by the Company, the Subscriber will immediately provide the Company with such information;
(i) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and in the Questionnaire, and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement or the Questionnaire;
(j) it will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any state securities administratorsbreach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(k) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(l) it has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(m) it is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(n) the Subscriber is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(o) the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(p) no documents in connection with the sale of the Shares hereunder have been reviewed by the Securities and Exchange Commission or any state securities administrators;
(q) there is no government or other insurance covering any of the Shares; and
(mr) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: License Agreement (Caduceus Software Systems Corp.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been or will be registered under the Securities Act of 1933 (the “1933 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 promulgated under the 1933 Act ("Regulation S"), except pursuant to an effective registration statement under the 1933 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 securities lawsAct;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire purchase the Shares Securities 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 the Company or the Agent, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company with the British Columbia Securities Commission and the United States Securities and Exchange Commission ("SEC") and in compliance, or intended compliance, with applicable securities legislationlegislation (collectively, the "Public Record") including the Company's audited financial statements, together with the related schedules and notes, for the year ending July 31, 2001;
(c) although the Agent may have introduced the Subscriber to the Company, the Subscriber and the Company acknowledge and agree with, and for the benefit of, the Agent and the Company, as applicable (such acknowledgement and agreements to survive the Closing) that:
(i) the Agent and its directors, officers, employees, agents and representatives have no responsibility or liability of any nature whatsoever for the accuracy or adequacy of the information contained in this Agreement, the Public Record or any other publicly available information concerning the Company or as to whether all information concerning the Company required to be disclosed by it or them has generally been disclosed;
(ii) the Agent makes no representations or warranties herein with respect to the Securities, and neither the Agent nor its directors, officers, employees, agents or representatives shall have any liability with respect to the sale of the Securities;
(iii) the Agent has not engaged in any independent investigation or verification with respect to this Subscription or any such information; and
(iv) the Agent and the Company are entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement and in the questionnaires and undertakings attached as schedules to this Agreement, and the Subscriber will hold harmless each of the Agent and the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Agreement or such questionnaires and undertakings;
(d) by execution hereof the Subscriber has waived the need for the Company or the Agent to communicate the Company's acceptance of the purchase of the Securities pursuant to this Agreement;
(e) it will indemnify and hold harmless the Company and the Agent and, where applicable, their respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber and contained herein or in any document furnished by the Subscriber’s advisor(s) have had a reasonable opportunity Subscriber to ask questions of and receive answers from the Company or the Agent in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the issuance of the Shares hereunder, and to obtain additional information, Subscriber to the extent possessed Company or obtainable by the Company without unreasonable effort or expenseAgent in connection therewith;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any sale of the Shares Securities to the Subscriber will bear a legend not be completed if the Subscription is otherwise fully subscribed, if acceptance would be unlawful or if, in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933discretion of the Company, AS AMENDED (THE “SECURITIES ACT”)acting reasonably, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.acceptance is not in the best interests of the Company;
(g) the Subscriber it has been advised to consult the Subscriber's its own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, restrictions and it is solely responsible (and neither the Agent nor the Company is not in any way responsibleresponsible except with regard to the Company's obligations arising from section 7 of this Agreement) for compliance with applicable resale restrictions;
(h) none of the Shares Securities are not listed on any stock exchange or automated dealer subject to quotation system except that the Shares currently are listed on the National Association of Securities Dealers, Inc. Automated Quotation System SmallCap Market, and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any other stock exchange or automated dealer subject to quotation on any other quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC Subscriber is not resident in Canada nor any other the United States and is not purchasing the Securities for such residents;
(j) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(j) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
Securities; (k) there is no government or other insurance covering any of the SharesSecurities;
(l) there are risks associated with the issuance purchase of the Securities;
(m) there are restrictions on the Subscriber's ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities;
(n) the Subscriber must file with the British Columbia Securities Commission an "Initial Trade Report" in the form as attached to B.C. BOR#95/17 within 10 days of the initial sale of the Shares to Securities;
(o) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Securities Act (British Columbia) (the "B.C. Act") and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be completed if it would be unlawful or if, in available to the discretion of the Company acting reasonably, it is not in the best interests of the CompanySubscriber; and
(mp) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Smartire Systems Inc)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 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) except as provided herein, the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) by completing the Questionnaire and the CDN Questionnaire, the Subscriber is representing and warranting that the Subscriber is an “Accredited Investor”, as the term is defined in Regulation D of the United States Securities Act of 1933 and NI 45-106, respectively;
(e) the decision to execute this Subscription Agreement and acquire purchase the Shares Securities 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("the “SEC"”) in compliance, or intended compliance, with applicable securities legislationlegislation (collectively, the “Public Record”);
(ef) there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record;
(g) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(gh) the Subscriber has been advised to consult the Subscriber's own legal, tax books and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock records of the Company on were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits Subscriber during reasonable business hours at its principal place of the Shares;
(j) no documents business and that all documents, records and books in connection with the sale of the Shares Securities hereunder have been reviewed made available for inspection by the SEC Subscriber, the Subscriber's attorney and/or advisor(s);
(i) all of the information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(j) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement, the Questionnaire and the CDN Questionnaire, if applicable, and the Subscriber will hold harmless the Company from any loss or any state securities administratorsdamage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement, the Questionnaire or the CDN Questionnaire, if applicable;
(k) there is no government the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or other insurance covering defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the SharesSubscriber contained herein, the Questionnaire and the CDN Questionniare, if applicable, or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(m) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(n) in addition to resale restrictions imposed under U.S. securities laws, there may be additional restrictions on the Subscriber's ability to resell the Securities under applicable provincial securities legislation and National Instrument 45-102 (“NI 45-102”);
(o) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board;
(p) the resale of any of the Securities in Canada is restricted except pursuant to an exemption from applicable provincial securities legislation;
(q) the Company has advised the Subscriber (if resident in Canada) that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to sell the Securities and, as a consequence of acquiring the Securities pursuant to such exemption certain protections, rights and remedies provided by applicable provincial securities legislation including statutory rights of rescission or damages, will not be available to the Subscriber;
(r) no documents in connection with this offering have been reviewed by the SEC or any state securities administrators;
(s) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities or has reviewed any documents in connection with the sale of the Securities hereunder;
(t) the Company will refuse to register the transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws;
(u) there is no government or other insurance covering any of the Securities; and
(mv) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason whatsoever.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Colorado Goldfields Inc.)
Acknowledgements of Subscriber. 7.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Settlement Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities laws;
(b) other than as set out herein, the Company has not undertaken, and will have no obligation, to register any of the Settlement Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Agreement it and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber and the Subscriber’s its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance subscription of the Settlement Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(e) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the subscription of the Settlement Shares hereunder have been made available for inspection by him and his attorney and/or advisor(s);
(f) upon all information which the issuance thereofSubscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and until if there should be any change in such time as information prior to this Subscription Agreement being executed by the same is no longer required under the applicable securities laws and regulationsCompany, the certificates representing any of Subscriber will immediately provide the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.Company with such information;
(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment a subscription in the Settlement Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Settlement Shares hereunder, and
(ii) applicable resale restrictions;
(hj) none of the Settlement Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Settlement Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company Common Shares on the OTC Markets Group Inc.’s OverOTCBB over-the-Counter Bulletin Boardcounter securities market;
(ik) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Settlement Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Settlement Shares;
(l) none of the Settlement Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(m) the Company will refuse to register any transfer of the Settlement Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws;
(n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Settlement Shares;
(jo) no documents in connection with the sale subscription of the Settlement Shares hereunder have been reviewed by the SEC or any state securities administrators;
(kp) there is no government or other insurance covering any of the Settlement Shares;
(lq) the issuance and sale subscription of the Settlement Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(mr) this Agreement the statutory and regulatory basis for the exemption claimed for the subscription of the Settlement Shares, although in technical compliance with Regulation S, would not be available if the offering is not enforceable by part of a plan or scheme to evade the Subscriber unless it has been accepted by registration provisions of the Company1933 Act.
Appears in 1 contract
Samples: Subscription Agreement (Global Innovative Systems Inc)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber he has received and carefully read this Agreement;
(d) 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber he and the Subscriber’s his advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”hereunder have been made available for inspection by him and his attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of any of the Shares hereunder, and
(ii) applicable resale restrictions;
(hj) the Subscriber is (check one or more of the following boxes):
(A) a director, senior officer, employee or control person of the Company or an affiliate of the Company [ ]
(B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company or an affiliate of the Company [ ]
(C) a close personal friend of a director, senior officer or control person of the Company or an affiliate of the Company [ ]
(D) a close business associate of a director, senior officer or control person of the Company or an affiliate of the Company [ ]
(E) an accredited investor [ ]
(k) if the Subscriber has checked one or more of boxes B, C, or D in paragraph 7.1(j) above, the director(s), senior officer(s), control person(s) or founder(s) of the Company with whom the Subscriber has the relationship is: Xxx Xxxxxxx (Fill in the name of each director. senior officer, control person and founder with whom you have the above-mentioned relationship);
(l) if the Subscriber has checked box E in paragraph 7.1(j), above, the Subscriber has completed and attached to this Subscription Agreement a completed Accredited Investor Questionnaire in the form provided by the Company;
(m) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(n) the Subscriber is not a U.S. Person;
(o) the Subscriber is resident in British Columbia;
(p) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(q) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell any of the Shares under the Securities Act (Ontario) and Multilateral Instrument 45-102 adopted by the Ontario Securities Commission;
(r) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to sell the Shares and, as a consequence of acquiring the Shares pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation of British Columbia and Ontario, including statutory rights of rescission or damages, will not be available to the Subscriber;
(s) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group National Association of Securities Dealers, Inc.’s 's Over-the-Counter Bulletin Board;
(it) the Subscriber is outside the United States when receiving and executing this Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(u) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(v) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jw) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(kx) there is no government or other insurance covering any of the Shares;
(ly) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(z) the Subscriber is purchasing the Shares pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is an insider of the Company and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(aa) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mbb) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Digital Youth Network Corp.)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities laws;
(b) the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase 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 the Company and such decision is based entirely upon a review of this Subscription Agreement and any public information which has been filed by the Company with the Securities and Exchange Commission ("“SEC"”) in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber it and the Subscriber’s its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) upon the issuance thereof, books and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any records of the Shares will bear a legend Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in substantially connection with the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”sale of the Securities hereunder have been made available for inspection by it and its attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(h) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold the Company harmless from any loss
(i) or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(j) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(hk) none of the Shares Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin BoardBoard operated by the Financial Industry Regulatory Authority (“FINRA”);
(il) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, below, or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(m) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws;
(n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(jo) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(kp) there is no government or other insurance covering any of the SharesSecurities;
(lq) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(r) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is not a resident of either the United States or Canada and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(iv) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(ms) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: Subscription Agreement (Anavex Life Sciences Corp.)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;
(c) the Subscriber he has received and carefully read this Agreement;
(d) 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 the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation;
(e) the Subscriber he and the Subscriber’s his advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”hereunder have been made available for inspection by him and his attorney and/or advisor(s), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.;
(g) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of any of the Shares hereunder, and
(ii) applicable resale restrictions;
(hj) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell any of the Shares under the Securities Act (British Columbia) (the "B.C. Act") and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission (the "BCSC");
(k) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to issue the Shares and, as a consequence of acquiring the Shares pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation of British Columbia including statutory rights of rescission or damages, will not be available to the Subscriber;
(l) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of common stock of the Company on the OTC Markets Group National Association of Securities Dealers, Inc.’s 's Over-the-Counter Bulletin Board;
(im) the Subscriber is outside the United States when receiving and executing this Agreement and is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Shares;
(n) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(o) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(jp) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(kq) there is no government or other insurance covering any of the Shares;
(lr) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(s) the Subscriber is purchasing the Shares pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is an insider of the Company and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(t) the statutory and regulatory basis for the exemption claimed for the offer and issuance of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and
(mu) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Pan American Gold Corp)
Acknowledgements of Subscriber. 7.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have been or will be registered under the Securities Act of 1933 (the “1933 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 1933 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 securities lawsAct;
(b) by completing the Company has not undertakenQuestionnaire, the Subscriber is representing and will have no obligationwarranting that the Subscriber is an “Accredited Investor”, to register any as the term is defined in Rule 501 of the Shares Regulation D under the 1933 Act or any other applicable securities legislationAct;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and acquire the Shares Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission ("SEC") and in compliance, or intended compliance, with applicable securities legislationlegislation (collectively, the "Public Record");
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(f) there is no government or other insurance covering the Securities;
(g) there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record;
(h) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fj) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsSecurities hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber’s lawyer and/or advisor(s);
(k) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares Securities will bear a legend in substantially become listed on any stock exchange or automated dealer quotation system; except that currently the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.common shares of the Company are quoted for trading on the OTC Bulletin Board;
(gm) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, or pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(n) the statutory and regulatory basis for the exemption claimed for the offer Securities would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;Securities hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mp) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Big Bear Mining Corp.)
Acknowledgements of Subscriber. 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have been or will be registered under there is no market for the Securities Act of 1933 (and that no market for the “1933 Act”), or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, Securities 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 pursuant to an effective registration statement under the 1933 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 securities lawsever exist;
(b) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act be achieved or any other applicable securities legislationbe achievable;
(c) the Subscriber has received been advised that the business of the Company is in a start-up phase and carefully read this Agreementacknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(d) no securities commission or similar regulatory authority has reviewed or passed on the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf merits of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislationSecurities;
(e) there is no government or other insurance covering the Securities;
(f) the securities of the Company cannot be transferred without the previous consent of the board of directors, expressed by resolution of the board, at the sole discretion of the directors;
(g) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of the applicable securities laws and regulations (collectively, the "Legislation") in all jurisdictions relevant to this Subscription, and , as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under the Legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to the Legislation;
(h) in addition to any restrictions imposed pursuant to paragraph 6.1(e) above, any transfer, sale, resale or other subsequent disposition of the Securities may be subject to restrictions contained in the Legislation applicable to the holder of the Securities or to the proposed transferee, including, but not limited to, resale restrictions under the BC Act;
(i) the Company is not a reporting issuer in any province or territory of Canada and, accordingly, any applicable hold periods under the Legislation may never expire, and the Securities may be subject to restrictions on resale for any indefinite period of time;
(j) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance distribution of the Shares Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(fk) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the issuance thereofSubscriber during reasonable business hours at its principal place of business, and until such time as all documents, records and books in connection with the same is no longer required under distribution of the applicable securities laws and regulationsSecurities hereunder have been made available for inspection by the Subscriber, the certificates representing Subscriber's lawyer and/or advisor(s);
(l) the Subscriber will indemnify and hold harmless the Company 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 reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(m) no representation has been made to the Subscriber that any of the Shares Securities will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.become listed on any stock exchange or automated dealer quotation system;
(gn) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(h) none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of the Company on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;with:
(i) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits applicable laws of the Shares;
(j) no documents jurisdiction in which the Subscriber is resident in connection with the sale distribution of the Shares hereunder have been reviewed by the SEC or any state securities administrators;Securities hereunder, and
(kii) there is no government or other insurance covering any of the Shares;
(l) the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Companyapplicable resale restrictions; and
(mo) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Netfone Inc)
