Acknowledgements of Subscriber. 3.1 The Subscriber acknowledges and agrees that: (a) the Shares have not been registered under 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 to U.S. Persons (as defined 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, 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; (d) the decision to execute this 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievable; (e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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); (g) 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; (h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this 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 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 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; (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 become listed on any stock exchange or automated dealer quotation system; (m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators; (o) there is no government or other insurance covering any of the Shares; and (p) 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 1 contract
Samples: Private Placement Subscription Agreement (Fundstech Corp)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 or under any public offering within the meaning of the 1933 Actprovincial securities laws, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons Persons, as that term is defined in Regulation S promulgated under the 1933 Act (as defined herein"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 any 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) Subscriber acknowledges that the Company has not undertakenundertaken the registration of, and will have no obligation, obligation to register any of of, the Shares under the 1933 Act;
(dc) the decision to execute this 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 other than those made by the Company in its annual report for the year ended March 31, 2004 on Form 10-KSB and a brief description of the Shares offered and the use of proceeds attached hereto as Exhibit B, and such decision is based entirely upon a review of information as provided by the Company contained therein (the “Company Information”). If the Company has presented a business plan or any other type receipt of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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(swhich is hereby acknowledged);
(gd) the Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Company's Shares.
(e) by execution hereof the Subscriber has waived the need for the Company to communicate its the Company's acceptance of the purchase of the Shares pursuant to this Agreement;
(hf) 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 may suffer as a result of the Subscriber’s failure to correctly complete this 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(jg) 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 Company, acting reasonably, it acceptance is not in the best interests of the Company;
(kh) the Subscriber 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;
(li) the Shares are not listed on any stock exchange or automated dealer subject to quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any other stock exchange or automated dealer subject to quotation systemon any other quotation system except that market makers are currently making markets in the stock on the OTCBB;
(mj) neither the Securities and Exchange Commission (the “SEC”) nor any other no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(ok) there is no government or other insurance covering the Shares;
(l) there are risks associated with an investment in the Shares, including the risk that the Subscriber could lose all of his investment;
(m) the Company has advised the Subscriber that the Company is relying on certain exemptions, and in particular the exemption provided under Section 74(2)(18) of the Securities Act (British Columbia) (the "BC Act"), from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under the BC Act and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the BC Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(n) 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 distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(o) 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 all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(p) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Shares in British Columbia, where the Company's principal business office is located, under the Securities Act (British Columbia) (the "BC Act") and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(q) 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;
(r) the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation D, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(s) 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; and
(pt) 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 1 contract
Samples: Lease Purchase and Sale Agreement (Scarab Systems Inc)
Acknowledgements of Subscriber. 3.1 The Subscriber acknowledges and agrees that:
(a) the Shares Securities have not been registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities or “"blue sky” " laws of any state of the United States, 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 to a U.S. Persons Person, as that term is defined in Regulation “S” (as defined herein)“Regulation “S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 Act, 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 will 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 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;
(d) the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased 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 solely upon a review of information as provided filed by the Company on XXXXX (the “"Company Information”"). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;.
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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);
(ge) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares Securities pursuant to this Subscription Agreement;
(hf) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ig) 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, 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;
(jh) 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;
(ki) the Subscriber has been advised to consult its the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Total Securities and with respect to the applicable resale restrictions 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 Shares are 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 listed on any stock exchange be available if the offering is part of a plan or automated dealer quotation system and no representation scheme to evade the registration provisions of the 1933 Act;
(m) the Company has been made to advised the Subscriber that any 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 Shares will become Company is currently listed for trading on any stock exchange or the OTCQB, an automated dealer quotation system;
(mo) 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 Securities and Exchange Commission (the “SEC”) , nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(nq) no documents in connection with this Offering have been reviewed by the SEC SEC, nor by any other securities regulatory authority or any state securities administrators;
(or) there is no government or other insurance covering any of the SharesSecurities; and
(ps) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Orgenesis Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) the Shares have not been registered under 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 to U.S. Persons (as defined 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, 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, undertake to register any of the Shares under the 1933 Actpursuant to that Registration Rights Agreement executed concurrently herewith;
(d) 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 and such decision is based entirely upon a review of information as provided by the Company (the “Company Information”)) which has been provided by the Company to the 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 any projections or predictions contained in any such documents may not be achieved or be 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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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 '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 pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this AgreementSubscription 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 's failure to correctly complete this AgreementSubscription 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 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;
(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 become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in shares of the Company on the National Association of Securities Dealers Inc.'s OTC Bulletin Board;
(m) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 (Ethos Environmental, Inc.)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under the Securities Act of 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 to U.S. Persons (as defined 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, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will 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 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;
(d) 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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;
(fe) 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);
(gf) 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;
(hg) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, Subscription Agreement and 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 AgreementSubscription Agreement and the Questionnaire;
(ih) 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, 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;
(ji) 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;
(kj) the Subscriber has been advised to consult its 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 the applicable resale restrictions 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 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 Securities will become listed on any stock exchange or automated dealer quotation system;
(mo) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the SharesSecurities;
(np) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(oq) there is no government or other insurance covering any of the SharesSecurities; and
(pr) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Kenongwo Group US, Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein“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, Act and in each case only in accordance with applicable state and provincial 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act; there is no trading market for the Shares;
(dc) the decision to execute this Subscription Agreement and purchase 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 Company, and such decision is based entirely upon a review of information as (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(the “Company Information”). If d) 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable; the Company is in a start-up phase and there 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 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 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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fj) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ik) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor Company will refuse to register any other securities commission or similar regulatory authority has reviewed or passed on the merits transfer of the SharesShares 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) no documents the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities administratorslaws;
(o) there 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 no government or other insurance covering solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the Sharesjurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions; and
(p) 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
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined 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, 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 Securities under the 1933 ActAct or any other securities legislation;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and 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 information as which has been provided by the Company (the “Company Information”). If the Company has presented a business plan or any other type of corporate profile to the Subscriber, the Subscriber acknowledges that Subscriber's attorney and/or advisor(s), by the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(e) there are risks associated with an investment in the Securities and the Subscriber is aware of such risks and the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance sale of the Shares (the “Offering”)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 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 Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering in connection with the sale of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s 's attorney and/or advisor(s);
(g) by execution hereof all of the information which the Subscriber has waived the need for provided to the Company to communicate its acceptance is correct and complete as of the purchase of date the Shares pursuant Subscription Agreement is signed, and if there should be any change in such information prior to this AgreementSubscription 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 and the statements and answers of the Subscriber contained in this Agreement, 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 '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 other document furnished by the Subscriber to the Company in connection herewith, 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;
(k) the Subscriber has been advised to consult its 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 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) none of the Shares 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 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 the Company on the OTC Bulletin Board;
(m) 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;
(n) 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 in Regulation S);
(o) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no Securities or has reviewed any documents in connection with this Offering have been reviewed by the SEC or any state securities administratorssale of the Securities hereunder;
(op) 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;
(q) there is no government or other insurance covering any of the SharesSecurities;
(r) 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 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;
(s) 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
(pt) 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 reasonreason whatsoever.
Appears in 1 contract
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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, States and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined 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 any applicable state securities laws;
(b) the Company will refuse to register any transfer of the Shares not made except as provided for 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 toSection 9.1, the registration requirements of the 1933 Act;
(c) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act;
(c) by completing the Questionnaires, the Subscriber is representing and warranting 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;
(d) the decision to execute this Agreement and 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 a Confidential Private Placement Memorandum, dated July 29, 2003 (the "Memorandum") and information as provided (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission ("SEC") in compliance, or intended compliance, with applicable securities legislation, including, specifically, a review of the “Company Information”). If the Company has presented a business plan or any other type of corporate profile to the SubscriberRisk Factors which are attached as Exhibit D (collectively, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable"Public Record");
(e) although the Agent may have introduced the Subscriber to the Company, the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of Company acknowledge and receive answers from the Company regarding the issuance of the Shares (the “Offering”)agree with, and for the benefit of, the Agent and the Company, as applicable (such acknowledgement and agreements to obtain additional informationsurvive the Closing) that:
(i) the Agent and its directors, to the extent possessed officers, employees, agents and representatives have no responsibility or obtainable without unreasonable effort or expense, necessary to verify liability of any nature whatsoever for the accuracy or adequacy of the information contained in this Agreement, the Company Information, or any business plan, corporate profile Public Record or any other document provided publicly available information concerning the Company or as to whether all information concerning the SubscriberCompany required to be disclosed by it or them has generally been disclosed;
(fii) the books Agent makes no representations or warranties herein with respect to the Securities, and records neither the Agent nor its directors, officers, employees, agents or representatives shall have any liability with respect to the sale 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)Securities;
(giii) by execution hereof the Subscriber Agent has waived not engaged in any independent investigation or verification with respect to this Subscription or any such information; and
(iv) the need for Agent and the Company to communicate its acceptance of the purchase of the Shares pursuant to this Agreement;
(h) the Company is 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 's failure to correctly complete this Agreement or such questionnaires and undertakings;
(f) 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;
(ig) the Subscriber it will indemnify and hold harmless the Company and the Agent and, where applicable, its 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 contained herein, herein or in any other document furnished by the Subscriber to the Company or the Agent in connection herewith, 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 or the Agent in connection therewith; provided that the amount of such indemnification shall be limited to the amount of the Subscription Price set forth in Section 1.1 hereof;
(jh) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it the Subscription is otherwise fully subscribed, if acceptance would be unlawful or if, in the discretion of the Company Company, acting reasonably, it acceptance is not in the best interests of the Company;
(ki) the Subscriber 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 Securities 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;
(lj) the Shares Securities are not listed on any stock exchange or automated dealer subject to quotation system except that currently certain market makers make market in the Shares of the Company on the National Association of Securities Dealers Inc.'s OTC Bulletin Board, 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 systemon any other quotation system except that the Company has applied to list its shares of common stock for trading on the American Stock Exchange ("AMEX") and for which no assurances are provided that the Company's shares will become listed for trading on AMEX;
(mk) neither the Securities and Exchange Commission (the “SEC”) nor any other no securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(ol) there is no government or other insurance covering any the Securities;
(m) there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the SharesPublic Record;
(n) 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;
(o) 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 distribution 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;
(p) 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 all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(q) 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 ("BCSC");
(r) the Company will refuse to register any transfer of the Shares or the Warrant Shares 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;
(s) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation D, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(t) 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; and
(pu) 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 1 contract
Samples: Private Placement Subscription Agreement (Heartland Oil & Gas Corp)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein"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, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of the Shares not made except as provided 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 tothis Subscription Agreement, the registration requirements of the 1933 Act;
(c) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Shares agreed to be purchased 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 as provided (the receipt of which is hereby acknowledged) which has been filed by the Company with the Securities and Exchange Commission (the “Company Information”"SEC"). If ;
(d) neither the Company has presented a business plan or SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableUnits;
(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 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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fi) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Units hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ij) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(jk) the issuance and sale none 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 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;
(l) the Shares 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 Shares Securities will become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a market for the Company's common shares on the NASD's OTC Bulletin Board;
(l) 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 provincial securities laws;
(m) neither the Securities statutory and Exchange Commission (regulatory basis for the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on exemption claimed for the merits 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;
(n) no documents 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 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:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with this Offering have been reviewed by the SEC or any state securities administrators;distribution of the Units hereunder, and
(ii) applicable resale restrictions; and
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Liberty Star Gold Corp)
Acknowledgements of Subscriber. 3.1 7.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under 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 (as defined herein"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, Act and in each case only in accordance with applicable state and provincial securities laws;; D/ljm/707289.1
(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 ActAct or any other securities legislation;
(c) he has received and carefully read this Agreement;
(d) the decision to execute this Agreement and purchase 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 as provided which has been filed by the Company with the Securities and Exchange Commission (the “Company Information”). If the Company has presented a business plan "SEC") in compliance, or any other type of corporate profile to the Subscriberintended compliance, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievablewith 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 regarding in connection with the issuance of the Shares (the “Offering”)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 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 Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering in connection with the issuance of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s him and his 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 pursuant to this Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Agreement;
(ih) 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(j) 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;
(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 D/ljm/707289.1 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;
(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 the Company on the National Association of Securities Dealers, Inc.'s Over-the-Counter Bulletin Board;
(m) 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;
(p) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(q) there is no government or other insurance covering any of the Shares;
(r) 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;
(ks) 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 is purchasing the Shares pursuant to an exemption from the registration and with respect 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 applicable resale restrictions and it is solely responsible be provided under securities legislation, and
(and iii) the Company is in any way responsible) for compliance with applicable resale restrictionsrelieved from certain obligations that would otherwise apply under securities legislation;
(lt) the Shares are not listed on any stock exchange or automated dealer quotation system statutory and no representation has been made to regulatory basis for the Subscriber that any of exemption claimed for the Shares will become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities offer and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits sale of the Shares;
(n) no documents , although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administrators;
(o) there is no government or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act; and
(pu) 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 1 contract
Samples: Private Placement Subscription Agreement (Digital Youth Network Corp.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) the Shares Company reserves the right, without notice to the Subscriber, to pay from the Subscription Proceeds a sales commission of up to 5% cash value and up to 8% broker shares, of the Subscription Proceeds, in addition to any expenses incurred by or on behalf of the Company in relation to this Subscription, including but not limited to travel, due diligence, and legal fees.
(b) none of the Securities have not been registered under the Securities Act of 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 to U.S. Persons (as defined 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, and in each case only in accordance with applicable state and provincial securities laws;
(bc) the Company will 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 pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(cd) by completing the Company has not undertakenCanadian Questionnaire, the Subscriber is representing and will have no obligation, to register any warranting that the Subscriber satisfies one of the Shares under categories of registration and prospectus exemptions provided for in National Instrument 45-106 ("NI 45-106") adopted by the 1933 ActCanadian Securities Administrators (CSA);
(de) by completing the Regulation S Declaration, the Subscriber is representing and warranting that the Subscriber is not a “U.S. Person” as such term is defined in Rule 902(k) of Regulation S;
(f) 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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;
(fh) 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 's attorney and/or advisor(s);
(gi) 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;
(hj) 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 Canadian Questionnaire, and the Regulations S Declaration, and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber’s 's failure to correctly complete this Subscription Agreement, the Canadian Questionnaire, or the Regulation S Declaration;
(ik) 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, in the Canadian Questionnaire, the Regulation S Declaration, 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;
(jl) 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;
(km) the Subscriber has been advised to consult its 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 the applicable resale restrictions 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;
(ln) 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;
(o) 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;
(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;
(q) 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;
(r) none of 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 Shares Securities will become listed on any stock exchange or automated dealer quotation system;
(ms) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the SharesSecurities;
(nt) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(ou) there is no government or other insurance covering any of the SharesSecurities; and
(pv) 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 subscription for any reason.
Appears in 1 contract
Samples: Subscription Agreement
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under the Securities Act of 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 to U.S. Persons (as defined 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, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will 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 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;
(d) 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 and such decision is based solely upon a review of information as regarding the Company provided by the Company to the Subscriber (the “"Company Information”"). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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;
(fe) 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 's attorney and/or advisor(s);
(gf) 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;
(hg) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ih) 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, 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;
(ji) 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;
(kj) the Subscriber has been advised to consult its 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 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;
(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 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 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;
(mp) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
(nq) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(or) there is no government or other insurance covering any of the Shares; and
(ps) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Medora Corp.)
Acknowledgements of Subscriber. 3.1 7.1 The Subscriber acknowledges and agrees thatacknowledges:
(a) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the Shares merit for investment of, nor have not been registered under the 1933 Actany such agencies or governmental authorities, regulatory bodies, stock exchanges or under other entities made any state securities recommendation 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 to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject endorsement with respect to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities lawsShares;
(b) the Company will refuse to register any transfer sale and delivery of the Shares not made is conditional upon such sale being exempt from the prospectus filing and registration requirements, and being exempt from the requirement to deliver an offering memorandum in accordance connection with the provisions distribution of Regulation Sthe Shares under the applicable securities laws or upon the issuance of such orders, pursuant consents or approvals as may be required to an effective permit such sale without the requirement of filing a prospectus or registration statement statement;
(c) none of the Shares have been or will be registered under the 1933 Act or pursuant to an available exemption fromthe securities laws of any state and the Shares may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. Person or a person in a transaction not subject to, the United States unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements of the 1933 Act;
(c) is available, and the Company has not undertaken, and will have no obligation, to register obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any of the Shares under the 1933 Act;
(d) the decision to execute this Agreement and purchase Subscriber may not offer, sell or transfer the Shares agreed to be purchased hereunder has not been based upon any oral within the United States or written representation as to fact to, or otherwise made by for the account or on behalf benefit of, a U.S. Person, unless the Shares are registered under the 1933 Act and the securities laws of the Company and all applicable states or an exemption from such decision registration requirements is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableavailable;
(e) the acquisition of the Shares has not been made through or as a result of any “general solicitation or general advertising” (as such terms are used in Rule 502(c) of Regulation D) the distribution of the Shares has not been 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;
(f) the certificates evidencing the Shares will bear a legend regarding restrictions on transfer as required pursuant to applicable Securities Laws, including applicable federal and state securities laws of the United States;
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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;
(fh) 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 '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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ia) 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 Agreement 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(mb) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesShares ;
(nc) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(oi) there is no government or other insurance covering any of the SharesShares ;
(j) the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus or registration statement and to sell securities through a person or company registered to sell securities under the securities laws or other applicable securities legislation and, as a consequence of acquiring Shares pursuant to this exemption, certain protections, rights and remedies provided by the securities laws or other applicable securities legislation including statutory rights of rescission or damages, will not be available to the Subscriber; and
(pk) this Agreement is not enforceable by no person has made to the Subscriber unless it has been accepted by any written or oral representations:
(i) that any person will resell or repurchase the Company, and Shares;
(ii) that any person will refund the Subscriber acknowledges and agrees that purchase price of the Company reserves Shares; or
(iii) as to the right to reject future price or value of any Subscription for any reasonof the Shares.
Appears in 1 contract
Samples: Debt Settlement and Subscription Agreement (Ecologic Transportation, Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or, except as otherwise expressly set forth in this Agreement, will be registered under 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 (as defined herein“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, 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 Sother than as set out herein, 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 undertakenundertaken to, and will have no obligationobligation to, to register any of the Shares under the 1933 ActAct or any other securities legislation;
(c) 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 purchase 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 Company, and such decision is based entirely upon a review of information as provided (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the XXXXX database maintained by the Company U.S. Securities and Exchange Commission (the “Company InformationSEC”). If the Company ) at xxx.xxx.xxx;
(g) it has presented a business plan not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined in or contemplated by applicable securities legislation) or any other type document (other than financial statements or any other continuous disclosure documents, the contents of corporate profile 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 Subscriber, distribution of the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableShares;
(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 regarding in connection with the issuance sale of the Shares (the “Offering”)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 contained in the Company Information, or any business plan, corporate profile or any other document provided to the Subscriber;
(fi) 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 in connection with the sale of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s him and his attorney and/or advisor(s);
(gj) by execution hereof all information which the Subscriber has waived the need for provided to the Company to communicate its acceptance is correct and complete as of the purchase of date the Shares pursuant Subscription Agreement is signed, and if there should be any change in such information prior to this AgreementSubscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(hk) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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;
(il) 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 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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.or
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Big Bear Mining Corp.)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under the 1933 Securities Act of 1933, as amended (the "Securities 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 Securities Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except 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 and provincial securities laws;
(b) the Company will refuse to register any transfer of any of the Shares not made in accordance with the provisions of Regulation SS or Regulation D, pursuant to an effective registration statement under the 1933 Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Securities Act;
(c) the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(d) 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 and such decision is based solely upon a review of information as regarding the Company provided by the Company to the Subscriber (the “"Company Information”"). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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;
(fe) 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 's attorney and/or advisor(s);
(gf) 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;
(hg) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, Subscription Agreement and the Investor Questionnaire and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber’s 's failure to correctly complete this AgreementSubscription Agreement and the Investor Questionnaire;
(ih) 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, 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;
(ji) 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;
(kj) the Subscriber has been advised to consult its 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 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;
(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 Securities Act) 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 Securities 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 and Regulation D, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the Securities Act;
(o) 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;
(mp) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
(nq) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(or) there is no government or other insurance covering any of the Shares; and
(ps) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Takung Art Co., Ltd.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares or the Warrants (collectively, hereinafter the “Securities”) have not been or will be registered under 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 (as defined herein"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, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of the Shares not made except as otherwise provided for 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 tothis Subscription Agreement, the registration requirements of the 1933 Act;
(c) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 ActAct or any other 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 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 as provided which has been filed by the Company with the Securities and Exchange Commission (the “Company Information”). If the Company has presented a business plan "SEC") in compliance, or any other type of corporate profile to the Subscriberintended compliance, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievablewith 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 regarding in connection with the issuance sale of the Shares (the “Offering”)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 contained in the Company Information, or any business plan, corporate profile or any other document provided to the Subscriber;
(fg) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber Subscribers during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering in connection with the sale of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s 's attorney and/or advisor(s);
(gh) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares Securities pursuant to this Subscription Agreement;
(hi) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ij) the Subscriber 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(jk) 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.
(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;
(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 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 National Association of Securities Dealers, Inc.'s Over-the-Counter Bulletin Board;
(n) 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 Securities;
(s) no documents in connection with the sale of the Securities hereunder have been reviewed by the SEC or any state securities administrators;
(t) there is no government or other insurance covering any of the Securities;
(u) 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;
(kv) the Subscriber has been advised to consult its own legalstatutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, tax and other advisors with respect to the merits and risks of an investment although in the Shares and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for technical compliance with applicable resale restrictions;
(l) Regulation S, would not be available if the Shares are not listed on any stock exchange offering is part of a plan or automated dealer quotation system and no representation has been made scheme to evade the Subscriber that any registration provisions of the Shares will become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares1933 Act; and
(pw) 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 (Digital Youth Network Corp.)
Acknowledgements of Subscriber. 3.1 The Subscriber acknowledges and agrees that:
(a) 4.1 the Shares Securities have not been registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities or “"blue sky” " laws of any state of the United States, 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 to a U.S. Persons Person, as that term is defined in Regulation “S” (as defined herein)“Regulation “S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 Act, 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;
(ba) the Company will 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 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;
(db) the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased 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 solely upon a review of information as provided by the Company in this Subscription Agreement (the “"Company Information”"). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;.
(ec) 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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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);
(gd) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares Securities pursuant to this Subscription Agreement;
(he) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(if) 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, 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;
(jg) 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;
(kh) the Subscriber has been advised to consult its the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Total Securities and with respect to the applicable resale restrictions 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.
(i) 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;
(j) 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; -
(k) 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;
(l) the Shares 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;
(m) the Securities are not listed traded on any stock exchange or automated dealer quotation system and while the Shares of the Company have an OTCBB trading symbol, no representation has been made to the Subscriber that any of the Shares Securities will become listed commence trading on any stock exchange or automated dealer quotation system;
(mn) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(o) neither the Securities and Exchange Commission (the “SEC”) , nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(np) no documents in connection with this Offering have been reviewed by the SEC SEC, nor by any other securities regulatory authority or any state securities administrators;
(oq) there is no government or other insurance covering any of the SharesSecurities; and
(pr) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Online Disruptive Technologies, Inc.)
Acknowledgements of Subscriber. 3.1 The Subscriber acknowledges and agrees that:
(a) the Shares Securities have not been registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities or “"blue sky” " laws of any state of the United States, 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 to a U.S. Persons Person, as that term is defined in Regulation “S” (as defined herein)“Regulation ‘S’”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 Act, 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 will 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 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;
(d) the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased 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 solely upon a review of information as provided by the Company in this Subscription Agreement (the “"Company Information”"). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;.
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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);
(ge) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares Securities pursuant to this Subscription Agreement;
(hf) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ig) 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, 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;
(jh) 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;
(ki) the Subscriber has been advised to consult its the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares Total Securities and with respect to the applicable resale restrictions 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 Shares 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 system, other than the OTC Bulletin Board, 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;
(mo) 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 Securities and Exchange Commission (the “SEC”) , nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(nq) no documents in connection with this Offering have been reviewed by the SEC SEC, nor by any other securities regulatory authority or any state securities administrators;
(or) there is no government or other insurance covering any of the SharesSecurities; and
(ps) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Gatehouse Capital Inc.)
Acknowledgements of Subscriber. 3.1 The Subscriber acknowledges and agrees that:
(a) : except as otherwise expressly provided in this Subscription Agreement, none of the Shares Securities have not been or will be registered under 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 (as defined herein"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, Act and in each case only in accordance with any applicable state securities and provincial laws;
(b) the Company will refuse to register any transfer of the Shares not made ; except as otherwise expressly provided in accordance with the provisions of Regulation Sthis Subscription Agreement, 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 Securities under the 1933 Act;
(d) Act or qualify any of the Securities under any state or provincial securities laws; the Subscriber has received and carefully read this Subscription Agreement; the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased 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 upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(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 regarding in connection with the issuance of the Shares (the “Offering”), 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 Subscriber Subscribers during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber’s '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 pursuant to this Agreement;
(h) ; the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 '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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 Securities and with respect to applicable resale restrictions and the Subscriber is solely responsible (jand the Company is not in any way responsible) for compliance with applicable resale restrictions; 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; the Subscriber has been advised that the business of the Company is still 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 Securities in Canada is restricted except 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 Securities; no documents in connection with the Offering have been reviewed by the SEC or any state securities administrators; there is no government or other insurance covering any of the 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;
(k) ; the Subscriber has been advised to consult its own legalstatutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, tax and other advisors with respect to the merits and risks of an investment although in the Shares and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for technical compliance with applicable resale restrictions;
(l) Regulation S, would not be available if the Shares are not listed on any stock exchange offering is part of a plan or automated dealer quotation system and no representation has been made scheme to evade the Subscriber that any registration provisions of the Shares will become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities 1933 Act; and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 (True Religion Apparel Inc)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein"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, 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(dc) the decision to execute this Agreement and purchase 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 Company;
(d) neither the Securities and such decision is based upon a review of information as provided by the Company (the “Company Information”). If the Company has presented a business plan or Exchange Commission nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableShares;
(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) 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 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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fi) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ij) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(l) 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 securities laws;
(m) neither the Securities statutory and Exchange Commission (regulatory basis for the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on exemption claimed for the merits 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 securities laws;
(n) no documents 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 this Offering have been reviewed by the SEC or any state securities administrators;distribution of the Shares hereunder, and
(oii) there is no government or other insurance covering any of the Sharesapplicable resale restrictions; and
(po) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Fundstech Corp)
Acknowledgements of Subscriber. 3.1 7.1 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 (as defined herein“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, 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 ActAct or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and purchase 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 as provided which has been filed by the Company with the Securities and Exchange Commission (the “Company InformationSEC”). If the Company has presented a business plan ) in compliance, or any other type of corporate profile to the Subscriberintended compliance, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievablewith 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 regarding in connection with the issuance of the Shares (the “Offering”)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 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 Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering in connection with the issuance of the Shares hereunder have been made available for inspection by the Subscriber, Subscriber and the 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this 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 other document furnished by the Subscriber to the Company in connection herewith, 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 of the Shares, 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 WERE SOLD IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) 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 RELATESHAVE BEENREGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIESLAWS, AND,UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THEUNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
(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;
(j) 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 Over-the-Counter Bulletin Board;
(k) 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;
(n) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares;
(p) 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;
(kq) the Subscriber has been advised to consult its own legal, tax statutory and other advisors with respect to regulatory basis for the merits exemption claimed for the offer 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits issuance of the Shares;
(n) no documents , although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administrators;
(o) there is no government or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act; and
(pr) 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 1 contract
Samples: Debt Settlement and Subscription Agreement (Freshwater Technologies Inc.)
Acknowledgements of Subscriber. 3.1 7.1 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 (as defined herein"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, 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 ActAct or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and purchase 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 as provided which has been filed by the Company with the Securities and Exchange Commission (the “Company Information”). If the Company has presented a business plan "SEC") in compliance, or any other type of corporate profile to the Subscriberintended compliance, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievablewith 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 regarding in connection with the issuance of the Shares (the “Offering”)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 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 Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering in connection with the issuance of the Shares hereunder have been made available for inspection by the Subscriber, Subscriber and the 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this 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 other document furnished by the Subscriber to the Company in connection herewith, 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: THE SECURITIES REPRESENTED HEREBY WERE ISSUED IN AN 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”). 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, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
(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;
(j) 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 NASDAQ's Over-the-Counter Bulletin Board;
(k) 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;
(n) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares;
(p) 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;
(kq) the Subscriber has been advised to consult its own legal, tax statutory and other advisors with respect to regulatory basis for the merits exemption claimed for the offer 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits issuance of the Shares;
(n) no documents , although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administrators;
(o) there is no government or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act; and
(pr) 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 1 contract
Samples: Debt Settlement and Subscription Agreement (Bodytel Scientific Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) except as otherwise expressly provided in this Subscription Agreement, none of the Shares Securities have not been or will be registered under 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 (as defined herein"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, Act and in each case only in accordance with any applicable state securities and provincial laws;
(b) the Company will refuse to register any transfer of the Shares not made except as otherwise expressly provided in accordance with the provisions of Regulation Sthis Subscription Agreement, 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 Securities under the 1933 ActAct or qualify any of the Securities under any state or provincial securities laws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased 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 upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(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 regarding in connection with the issuance of the Shares (the “Offering”), 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 Subscriber Subscribers during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber’s '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 pursuant to this Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ih) 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 Securities and with respect to applicable resale restrictions and the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(j) 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;
(k) the Subscriber has been advised that the business of the Company is still 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;
(l) the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Securities in Canada is restricted except pursuant to an exemption from applicable securities legislation;
(m) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(n) no documents in connection with the Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Securities;
(p) 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;
(kq) the Subscriber has been advised to consult its own legalstatutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, tax and other advisors with respect to the merits and risks of an investment although in the Shares and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for technical compliance with applicable resale restrictions;
(l) Regulation S, would not be available if the Shares are not listed on any stock exchange offering is part of a plan or automated dealer quotation system and no representation has been made scheme to evade the Subscriber that any registration provisions of the Shares will become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares1933 Act; and
(pr) 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 (True Religion Apparel Inc)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under 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 (as defined herein"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, Act and in each case only in accordance with any applicable state securities and provincial 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 ActAct or qualify any of the Shares under any state or provincial securities laws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(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 regarding in connection with the issuance of the Shares (the “Offering”), 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 Subscriber Subscribers during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber’s '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 pursuant to this Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ih) 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(j) 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"), as adopted by the British Columbia Securities Commission, a "closed company" as such term is defined in the 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 number of shareholders of the Company;
(l) 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;
(q) no documents in connection with the Offering have been reviewed by the SEC or any state securities administrators;
(r) there is no government or other insurance covering any of the Shares;
(s) 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;
(kt) the Subscriber has been advised to consult its own legal, tax statutory and other advisors with respect to regulatory basis for the merits exemption claimed for the offer 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits sale of the Shares;
(n) no documents , although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administrators;
(o) there is no government or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act; and
(pu) 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 (Broad Scope Enterprises Inc)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) the Shares have not been registered under 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 (as defined herein"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, Act and in each case only in accordance with applicable state and provincial 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;
(d) the decision to execute this Agreement and purchase 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 information as provided (the receipt of which is hereby acknowledged) which has been filed by the Company with the Securities and Exchange Commission (the “Company Information”"SEC"). If ;
(c) neither the Company has presented a business plan or SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Subscriber, Shares;
(d) there is no government or other insurance covering any of the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableShares;
(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 whxxx xxxxd 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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fi) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ij) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(l) 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) neither the Securities and Exchange Commission (the “SEC”) nor Company will refuse to register any other securities commission or similar regulatory authority has reviewed or passed on the merits transfer of the SharesShares 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) no documents 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 this Offering have been reviewed by the SEC or any state securities administrators;distribution of the Shares hereunder, and
(oii) there is no government or other insurance covering any of the Sharesapplicable resale restrictions; and
(po) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Yellow Hill Energy Inc.)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under the Securities Act of 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 to U.S. Persons (as defined 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, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of any of the Shares not made in accordance with the provisions of Regulation SD, 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;
(d) 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 and such decision is based solely upon a review of information as regarding the Company provided by the Company to the Subscriber (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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;
(fe) 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);
(gf) by execution hereof the Subscriber has waived the need for the Company to communicate its his acceptance of the purchase of the Shares pursuant to this Subscription Agreement;
(hg) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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;
(ih) 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, 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;
(ji) 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;
(kj) the Subscriber has been advised to consult its 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 restrictions, and it he 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;
(k) the Subscriber is acquiring the Shares as principal for his 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) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares are as principal for its own account, for investment purposes only, and not listed on any stock exchange with a view to, or automated dealer quotation system for, resale, distribution or fractionalization thereof, in whole or in part, and no representation other person has been made to the Subscriber that any of the Shares will become listed on any stock exchange a direct or automated dealer quotation systemindirect 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 D, would not be available if the Offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) [deleted]
(p) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
(nq) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(or) there is no government or other insurance covering any of the Shares; and
(ps) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Wave Sync Corp.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined 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, 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 Securities under the 1933 ActAct or any other securities legislation;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and 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 information as which has been provided by the Company (the “Company Information”). If the Company has presented a business plan or any other type of corporate profile to the Subscriber, the Subscriber acknowledges that Subscriber's attorney and/or advisor(s), by the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(e) there are risks associated with an investment in the Securities and the Subscriber is aware of such risks and the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance sale of the Shares (the “Offering”)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 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 Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering in connection with the sale of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s 's attorney and/or advisor(s);
(g) by execution hereof all of the information which the Subscriber has waived the need for provided to the Company to communicate its acceptance is correct and complete as of the purchase of date the Shares pursuant Subscription Agreement is signed, and if there should be any change in such information prior to this AgreementSubscription 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 and the statements and answers of the Subscriber contained in this Agreement, 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 '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 other document furnished by the Subscriber to the Company in connection herewith, 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;
(k) the Subscriber has been advised to consult its 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 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) none of the Shares 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 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 the Company on the OTC Bulletin Board;
(m) 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;
(n) 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 in Regulation S);
(o) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no Securities or has reviewed any documents in connection with this Offering have been reviewed by the SEC or any state securities administratorssale of the Securities hereunder;
(op) 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;
(q) there is no government or other insurance covering any of the SharesSecurities;
(r) 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 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;
(s) 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
(pt) 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.reason whatsoever. 51
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Soefl Inc.)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) the Shares have not been registered under the Securities Act of 1933, as amended (“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 sold or sold transferred except in accordance with the United States or provisions of Regulation S promulgated pursuant to U.S. Persons the 1933 Act (as defined herein“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 and local 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligationobligation to undertake, to register any of the Shares under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase 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 Company, and such decision is based entirely upon a review of the information as provided filed by the Company with the U.S. Securities and Exchange Commission (the “Company InformationSEC Filings”). If ;
(d) no securities commission or similar regulatory authority has reviewed or passed on the Company has presented a business plan or any other type merits of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableShares;
(e) there are risks associated with an investment in the Shares, as described in the SEC Filings;
(f) the Subscriber has not acquired the Shares 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 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, 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 regarding in connection with the issuance purchase of the Shares (the “Offering”)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 contained in about 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 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);
(g) 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 AgreementCompany;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(i) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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 (other than OTC BB);
(j) the issuance and sale 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 Subscriber will not be completed if it would be unlawful 1933 Act or if, in pursuant to an available exemption from the discretion registration requirements of the Company acting reasonably, it is not 1933 Act and in the best interests of the Companyaccordance with applicable state and local securities laws;
(k) 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;
(l) the Subscriber has been advised by the Company to consult its 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:
(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;
(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 become listed on any stock exchange or automated dealer quotation system;; and
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 (Traceguard Technologies, Inc.)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under the Securities Act of 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 to U.S. Persons (as defined 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, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will 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 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;
(d) 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 and such decision is based solely upon a review of information as regarding the Company provided by the Company to the Subscriber (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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;
(fe) 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);
(gf) 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;
(hg) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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;
(ih) 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, 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;
(ji) 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;
(kj) the Subscriber has been advised to consult its 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 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;
(lk) the Subscriber has not acquired the Shares are as a result of, and will not listed on itself engage in, any stock exchange or automated dealer quotation system and no representation has been made to “directed selling efforts” (as defined in Regulation S under the Subscriber that 1000 Xxx) in the United States in respect of any of the Shares will become listed on which would include any stock exchange activities undertaken for the purpose of, or automated dealer quotation systemthat 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) [deleted];
(p) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
(nq) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(or) there is no government or other insurance covering any of the Shares; and
(ps) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Hudson Capital Inc.)
Acknowledgements of Subscriber. 3.1 (1) The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under 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 (as defined herein"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, Act and in each case only in accordance with any 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 ActAct or to qualify any of the Shares under any state or provincial securities laws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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);
(g) 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;
(hf) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ig) 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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 and he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(i) the Company is not a reporting issuer in any other countries outside of the United States and accordingly, resale of any of the Shares outside of the United States is restricted except pursuant to an exemption from applicable securities legislation;
(j) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(k) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(l) there is no government or other insurance covering any of the Shares;
(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;
(kn) the Subscriber has been advised to consult its own legal, tax statutory and other advisors with respect to regulatory basis for the merits exemption claimed for the offer 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits sale of the Shares;
(n) no documents , although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administrators;scheme to evade the registration provisions of the 1933 Act; and
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 (Algae Resource Holdings Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under 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 (as defined herein"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 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 ActAct or any other securities legislation;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(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 regarding in connection with the issuance sale of the Shares (the “Offering”)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 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 Subscriber Subscribers during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering in connection with the sale of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s '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 pursuant to this Subscription Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this 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 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 1 contract
Samples: Private Placement Subscription Agreement (Auto Photo Technologies Inc)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under 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 (as defined herein"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, Act and in each case only in accordance with any applicable state securities and provincial 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 ActAct or qualify any of the Shares under any state or provincial securities laws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(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 regarding in connection with the issuance of the Shares (the “Offering”), 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 Subscriber Subscribers during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this in connection with the D/CZM/715609.1 Offering have been made available for inspection by the Subscriber, the Subscriber’s '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 pursuant to this Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ih) 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(ki) the Subscriber has been advised to consult its 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 the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(lj) there is no market for the Shares, no market for the Shares may ever exist and 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;
(k) the Company is a "private issuer" as that term is defined in Multilateral Instrument ("MI 45-103"), as adopted by the 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 number of shareholders of the Company;
(l) 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) neither the Securities and Exchange Commission (Subscriber has been advised that the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits business of the SharesCompany 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) no documents the Company is not a reporting issuer in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering Canadian province and accordingly, resale of any of the Shares; and
(p) this Agreement Shares in Canada 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 restricted except pursuant to reject any Subscription for any reason.an exemption from applicable securities legislation;
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Search by Headlines.com Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein"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, Act and in each case only in accordance with applicable state and provincial 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act; THERE IS NO TRADING MARKET FOR THE SHARES;
(c) by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an Accredited Investor, as the term is defined in MI 45-103;
(d) the decision to execute this Subscription Agreement and purchase 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 Company, and such decision is based entirely upon a review of information as (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(the “Company Information”). If e) 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable; the Company is in a start-up phase and there is no assurance of success;
(ef) 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 any of the Shares;
(h) there are risks associated with an investment in the Shares;
(i) the Company has advised the B.C. Subscribers 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") Alberta, and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the B.C. and Alberta 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 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 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;
(k) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fl) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(im) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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;
(ln) 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;
(mo) neither the Securities and Exchange Commission (the “SEC”) nor any other for B.C. Subscribers, in addition to resale restrictions imposed under U.S. securities commission or similar regulatory authority has reviewed or passed laws, there are additional restrictions on the merits 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, 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;
(q) 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;
(nr) no documents 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 this Offering have been reviewed by the SEC or any state securities administrators;distribution of the Shares hereunder, and
(oii) there is no government or other insurance covering any of the Sharesapplicable resale restrictions; and
(ps) 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
Acknowledgements of Subscriber. 3.1 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 not been or will be registered under the 1933 Act, 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, 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 (as defined herein“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, Act and in each case only in accordance with applicable state securities laws;
(b) the Company has not undertaken to, and will refuse to have no obligation to, register any transfer of the Shares, the Warrants or the Underlying Shares not made in accordance with (collectively, the provisions of Regulation S, pursuant to an effective registration statement “Securities”) under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Actany other securities legislation;
(c) the Company it has not undertaken, received and will have no obligation, to register any of the Shares under the 1933 Actcarefully 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) 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 purchase acquire the Shares agreed to be purchased 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 as provided (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the XXXXX database maintained by the Company U.S. Securities and Exchange Commission (the “Company InformationSEC”). If the Company ) at xxx.xxx.xxx;
(g) it has presented a business plan not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined in or contemplated by applicable securities legislation) or any other type document (other than financial statements or any other continuous disclosure documents, the contents of corporate profile 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 Subscriber, distribution of the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableSecurities;
(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 regarding in connection with the issuance sale of the Shares (the “Offering”)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 contained in the Company Information, or any business plan, corporate profile or any other document provided to the Subscriber;
(fi) 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 in connection with the sale of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s him and his attorney and/or advisor(s);
(gj) by execution hereof all information which the Subscriber has waived the need for provided to the Company to communicate its acceptance is correct and complete as of the purchase of date the Shares pursuant Subscription Agreement is signed, and if there should be any change in such information prior to this AgreementSubscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(hk) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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;
(il) 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 Securities 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 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 not be available to the Subscriber;
(m) 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;
(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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(jo) 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;
(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 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;
(q) 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 operated by Financial Industry Regulatory Authority (known as FINRA);
(r) 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;
(s) 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;
(t) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(u) no documents in connection with the sale of the Securities hereunder have been reviewed by the SEC or any state securities administrators;
(v) there is no government or other insurance covering any of the Securities;
(w) 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;
(k) 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(px) 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 (California Oil & Gas Corp)
Acknowledgements of Subscriber. 3.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein“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, Act and in each case only in accordance with applicable state and provincial 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase 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 upon a review of information as provided by the Company (the “Company Information”). If Company; 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable;
(d) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(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) 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;
(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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fi) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ij) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(jk) the issuance and sale 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 Subscriber will not be completed if it would be unlawful 1933 Act or if, in pursuant to an available exemption from the discretion registration requirements of the Company acting reasonably, it is not in the best interests of the Company1933 Act;
(kl) the Subscriber has been advised to consult its 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;.
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 (Integrated Security Technologies, Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares, Warrants or Warrant Shares have not been registered under the Securities Act of 1933, as amended (“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 sold or sold transferred except in accordance with the United States or provisions of Regulation S promulgated pursuant to U.S. Persons the 1933 Act (as defined herein“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 and local 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligationobligation to undertake, to register any of the Shares, Warrants or Warrant Shares under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Shares agreed to be purchased 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 the information as provided filed by the Company with the U.S. Securities and Exchange Commission (the “Company InformationSEC Filings”). If ;
(d) no securities commission or similar regulatory authority has reviewed or passed on the Company has presented a business plan or any other type merits of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableUnits;
(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 regarding in connection with the issuance purchase of the Shares (the “Offering”)Units 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 contained in about 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 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);
(g) 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 AgreementCompany;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(i) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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;
(li) the Shares are not listed on any stock exchange or automated dealer quotation system (other than the 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 systemsystem (other than OTC BB);
(j) the Company will refuse to register any transfer of the Units 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 local securities laws;
(k) 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 provincial securities laws;
(l) the Subscriber has been advised by the Company to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Units and with respect to applicable resale restrictions, and the Subscriber 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 Units hereunder; and
(ii) applicable resale restrictions; and
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 (Traceguard Technologies, Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) the Shares have not been registered under 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 to U.S. Persons (as defined 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, 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;
(d) 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 and such decision is based entirely upon a review of any public information as provided by the Company (the “Company Information”)) which has been filed by the Company with the Securities and Exchange Commission (the “SEC”) in compliance, or intended compliance, with applicable securities legislation. 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the issuance offering of the Shares (the “"Offering”"), and to obtain additional information, to the extent possessed or obtainable without unreasonable D/JLM/657357.1 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 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);
(g) 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;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this AgreementSubscription 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 AgreementSubscription 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 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;
(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 become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in shares of the Company on the National Association of Securities Dealers Inc.’s Over-the-Counter Bulletin Board;
(m) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this the Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares;
(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 the applicable D/JLM/657357.1 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
(pii) applicable resale restrictions;
(q) 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 (Internetstudios Com Inc)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein“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, Act and in each case only in accordance with applicable state and federal securities laws;
(b) the Company will refuse to register any transfer of the Shares not made except as provided 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 tothis Subscription Agreement, the registration requirements of the 1933 Act;
(c) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Shares agreed to be purchased Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by by/or on behalf of the Company Company, and such decision is based entirely upon a review of information as provided (the receipt of which is hereby acknowledged) which has been filed by the Company (the “Company InformationPublic Record”) with the Securities and Exchange Commission (the “SEC”). If ;
(d) neither the Company has presented a business plan or SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableShares;
(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 Bison Petroleum, Corp., Private Placement Subscription Agreement 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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about 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 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);
(g) 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;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this AgreementCompany;
(i) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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 will not be completed if it would be unlawful or if, in the discretion that any of the Company acting reasonablySecurities will become listed on any stock exchange or automated dealer quotation system, it is not in the best interests of except that currently market makers make a market for the Company’s common shares on the FINRA’s OTC Bulletin Board;
(k) 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 its 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;; and
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Bison Petroleum, Corp.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) the Shares, Warrants or Warrant Shares are “restricted securities,” have not been registered under the Securities Act of 1933, as amended (“1933 Act”), or under any state securities or “blue sky” laws law 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 sold or sold in the United States or to U.S. Persons (as defined herein), transferred 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 and, in each case only case, in accordance with applicable state and local 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligationobligation to undertake, to register any of the Shares, Warrants or Warrant Shares under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Shares agreed to be purchased 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 information as provided the documents filed by the Company with the Securities and Exchange Commission (the “Company InformationSEC Filings”). If ;
(d) no securities commission or similar regulatory authority has reviewed or passed on the Company has presented a business plan or any other type merits of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableUnits;
(e) there are risks associated with an investment in the Units, as described in the SEC Filings;
(f) the Subscriber is not purchasing the Units as a result of any advertisement, article, notice or other communication regarding the Units published in a newspaper, magazine or similar media, or broadcasted over television, radio or similar media, or presented at any seminar, or disseminated through any general solicitation or general advertisement;
(g) the Subscriber and the Subscriber’s advisor(s's representative(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance purchase of the Shares (the “Offering”)Units 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 contained in about 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 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);
(g) 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 AgreementCompany;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(i) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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;
(li) 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 systemsystem (other than OTC BB);
(mj) neither the Securities and Exchange Commission (the “SEC”) nor Company will refuse to register any other securities commission or similar regulatory authority has reviewed or passed on the merits transfer of the Shares, Warrants or Warrant Shares made other than pursuant to an effective registration statement under the 1933 Act or an available exemption from the registration requirements of the 1933 Act and in accordance with any applicable state securities laws;
(nk) no documents in connection with this Offering have the Subscriber has been reviewed advised by the SEC or Company to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Units and with respect to applicable resale restrictions, and the Subscriber is solely responsible (and the Company is not in any state securities administrators;
(oway responsible) there is no government or other insurance covering any of the Sharesfor compliance with applicable resale restrictions; and
(pl) 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 (Traceguard Technologies, Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein“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, Act and in each case only in accordance with applicable state and federal securities laws;
(b) the Company will refuse to register any transfer of the Shares not made except as provided 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 tothis Subscription Agreement, the registration requirements of the 1933 Act;
(c) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Shares agreed to be purchased Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by by/or on behalf of the Company Company, and such decision is based entirely upon a review of information as provided (the receipt of which is hereby acknowledged) which has been filed by the Company (the “Company InformationPublic Record”) with the Securities and Exchange Commission (the “SEC”). If ;
(d) neither the Company has presented a business plan or SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableShares;
(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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about 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 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);
(g) 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;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this AgreementCompany;
(i) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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 will not be completed if it would be unlawful or if, in the discretion that any of the Company acting reasonablySecurities will become listed on any stock exchange or automated dealer quotation system, it is not in the best interests of except that currently market makers make a market for the Company’s common shares on the FINRA’s OTC Bulletin Board;
(k) 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 its 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;; and
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (GreenChoice International, Inc.)
Acknowledgements of Subscriber. 3.1 7.1 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 (as defined herein“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, 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 ActAct or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and purchase 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 as provided which has been filed by the Company with the Securities and Exchange Commission (the “Company InformationSEC”). If the Company has presented a business plan ) in compliance, or any other type of corporate profile to the Subscriberintended compliance, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievablewith 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 regarding in connection with the issuance of the Shares (the “Offering”)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 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 Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering in connection with the issuance of the Shares hereunder have been made available for inspection by the Subscriber, Subscriber and the 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this 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 other document furnished by the Subscriber to the Company in connection herewith, 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 of the Shares, 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 WERE SOLD IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) 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, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
(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;
(j) 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 Over-the-Counter Bulletin Board;
(k) 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;
(n) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares;
(p) 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;
(kq) the Subscriber has been advised to consult its own legal, tax statutory and other advisors with respect to regulatory basis for the merits exemption claimed for the offer 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits issuance of the Shares;
(n) no documents , although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administrators;
(o) there is no government or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act; and
(pr) 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 1 contract
Samples: Debt Settlement and Subscription Agreement (Freshwater Technologies Inc.)
Acknowledgements of Subscriber. 3.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein"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 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;
(d) the decision to execute this Agreement and purchase acquire the Shares agreed to be purchased 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 as provided (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission and in compliance, or intended compliance, with applicable securities legislation (collectively, the “Company Information”"Public Record"). If ;
(c) 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable;
(d) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(e) there is no government or other insurance covering the Securities;
(f) 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 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 law;
(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 1933 Act) in the United States in respect of any 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 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 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fj) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ik) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, 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;
(jl) the issuance and sale none 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 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;
(l) the Shares 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 Shares Securities will become listed on any stock exchange or automated dealer quotation system;.
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other in addition to resale restrictions imposed under U.S. securities commission or similar regulatory authority has reviewed or passed laws, there are additional restrictions on the merits of Subscriber's ability to resell the SharesShares under the law;
(n) no documents the Company will refuse to register any transfer of the Shares not made in connection accordance with this Offering have been reviewed by the SEC provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any state securities administratorspursuant to an available exemption from the registration requirements of the 1933 Act;
(o) there 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 no government part of a plan or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act;
(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 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
(pq) 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 (Vizario Inc)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein"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 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Shares agreed to be purchased 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 as provided (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission (the “Company Information”"SEC") and in compliance, or intended compliance, with applicable securities legislation (collectively, the "Public Record"). If ;
(d) 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 any projections or predictions contained in any such documents 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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fj) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ik) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(jl) the issuance and sale none 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 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;
(l) the Shares 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 Shares Securities will become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor Company will refuse to register any other securities commission or similar regulatory authority has reviewed or passed on the merits transfer of the SharesShares 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) no documents the statutory and regulatory basis for the exemption claimed for the Securities, although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administratorsscheme to evade the registration provisions of the 1933 Act;
(o) there 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 no government or other insurance covering solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the Sharesjurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions; and
(p) 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
Acknowledgements of Subscriber. 3.1 6.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under the Securities Act of 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 (as defined herein), except in accordance with the provisions of Regulation S promulgated under the 1933 Act (“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, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer Subscriber has received and carefully read this Subscription Agreement;
(c) by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is satisfies one of the Shares categories of registration and prospectus exemptions provided in NI 45-106;
(d) the Subscriber is outside the United States when receiving and executing this Subscription and is acquiring the Securities as principal for its own account, for investment purposes only, and not made with a view to, or for, resale, distribution or fractionalization thereof, in accordance whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(e) 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 expiration of a period of one year after the date of original issuance of the Securities;
(f) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with the provisions of Regulation S, pursuant would not be available if the offering is part of a plan or scheme to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, evade the registration requirements provisions 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;
(dg) the decision to execute this Subscription Agreement and purchase the Shares Units 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 Corporation and such decision is based solely upon a review of the publicly available information as provided by regarding the Company Corporation available on the website of the Canadian regulatory authorities available at xxx.xxxxx.xxx and the United States Securities and Exchange Commission (the “Company SEC’) available at xxx.xxx.xxx (collectively, the “Corporation Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(eh) the Securities are not being subscribed for by the Subscriber as a result of any material information about the Corporation’s affairs that has not been publicly disclosed;
(i) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding Corporation in connection with the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable by the Corporation without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Corporation Information, or any business plan, corporate profile or any other document provided to the Subscriber;
(fj) the books and records of the Company Corporation 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 in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber’s attorney and/or advisor(s);
(gk) by execution hereof all of the information which the Subscriber has waived provided to the need for the Company to communicate its acceptance Corporation is correct and complete as of the purchase of date the Shares pursuant Subscription Agreement is signed, and if there should be any change in such information prior to this AgreementSubscription Agreement being executed by the Corporation, the Subscriber will immediately provide the Corporation 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 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 Agreement;
(il) the Subscriber will indemnify and hold harmless the Company Corporation 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 other document furnished by the Subscriber to the Company Corporation in connection herewith, 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 Corporation in connection therewith;
(jm) 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 Corporation acting reasonably, it is not in the best interests of the CompanyCorporation;
(kn) the Subscriber has been advised to consult its 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 is solely responsible (and the Company Corporation 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;
(lo) the Shares are Subscriber is acquiring the Securities pursuant to exemptions from the registration and prospectus requirements of all securities rules, policies, notices orders, legislation and regulations of any kind whatsoever (collectively, the “Securities Rules”) of all jurisdictions applicable to this Subscription Agreement, and, as a consequence, the undersigned will not listed on any stock exchange or automated dealer quotation system be entitled to use most of the civil remedies available under the Securities Rules, including statutory rights of rescission and no representation has been made damages, and the undersigned will not receive information that would otherwise be required to be provided to the Subscriber undersigned pursuant to the Securities Rules if such exemptions were not being used;
(p) the Securities are being issued pursuant to an exemption from the Securities Rules by virtue of (i) the undersigned’s status as an “accredited investor”, as defined in NI 45-106; and (ii) the fact that the undersigned is not a “U.S. person” as such term is defined in Regulation S promulgated under the 1933 Act;
(q) any transfer, resale or other subsequent disposition of any of the Shares will become listed on any stock exchange Securities may be subject to restrictions contained in the Securities Rules applicable to the holder of the Securities or automated dealer quotation systemto the proposed transferee, including, but not limited to, resale restrictions under the Securities Rules;
(mr) neither no documents in connection with this Offering have been reviewed by the Securities and Exchange Commission SEC, any state securities administrators or any Canadian regulatory authorities;
(the “SEC”s) nor any other no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no Securities or has reviewed any documents in connection with this Offering have been reviewed by the SEC or any state securities administratorssale of the Securities hereunder;
(ot) the Corporation 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 and provincial securities laws;
(u) the Corporation may pay to finders that introduce subscribers to the Corporation a finder’s fee of up to ten percent (10%) of the gross proceeds of the Offering, payable in Units;
(v) there is no government or other insurance covering any of the SharesSecurities; and
(pw) 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 Company Corporation reserves the right to reject any Subscription Agreement for any reasonreason whatsoever.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Voice Mobility International Inc)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Debenture, or the shares of common stock (“Common Shares”) or share purchase warrants (“Warrants”) that may be issued upon a conversion of the Debenture, or the shares of common stock (“Warrant Shares”) that may be issued upon the exercise of any of the Warrants (the Debenture, the Common Shares, the Warrants and the Warrant Shares may be hereinafter referred to collectively as the “Securities”) have not been registered under 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, none of them 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 (as defined herein“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, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company has not undertaken to, and will refuse to have no obligation 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 fromSecurities, or in a transaction not subject toany of them, the registration requirements of under the 1933 Act;
(c) no prospectus or offering memorandum within the Company has not undertaken, and will have no obligation, to register any meaning of the Shares under securities laws has been delivered to, summarized for or seen by the 1933 ActSubscriber in connection with the sale of the Debenture and the Subscriber is not aware of any prospectus or offering memorandum having been prepared by the Company;
(d) the decision to execute this Subscription Agreement and purchase acquire the Shares agreed to be purchased Debenture 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 as provided (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the XXXXX database maintained by the Company U.S. Securities and Exchange Commission (the “Company InformationSEC”). 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 any projections or predictions contained in any such documents may not be achieved or be achievable) at xxx.xxx.xxx;
(e) there is no government or other insurance covering any of the Securities;
(f) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined in or 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 (or any of them), 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 Debenture;
(g) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities or any of them;
(h) there are risks associated with an investment in the Company including, by way of example and not in limitation, the 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 xxx.XXX.xxx;
(i) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance distribution of the Shares (the “Offering”)Debenture 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 contained in about the Company;
(j) if the Subscriber is a Canadian resident, the Company Informationhas 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 Securities 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 Debenture pursuant to this exemption, certain protections, rights and remedies provided by the securities laws of that Canadian Province, including statutory rights of rescission or any business plandamages, corporate profile or any other document provided will not be available to the Subscriber;
(fk) the books Subscriber is not acquiring the Debenture as a result of, and records 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 Company were available upon reasonable notice Securities which would include any activities undertaken for inspectionthe purpose of, subject or that could reasonably be expected to certain confidentiality restrictionshave the effect of, by conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber during reasonable business hours at its principal place may sell or otherwise dispose of business the Securities pursuant to registration thereof under the 1933 Act and that all documents, records any applicable state and books pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber’s attorney and/or advisor(s)provincial securities laws or under an exemption from such registration requirements;
(g) 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;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(il) the Subscriber will indemnify and hold harmless the Company and, where applicable, and its respective directors, officers, employees, agents, advisors and shareholders from against, and against will hold them harmless from, 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(km) the Subscriber has been advised to consult its own legal, tax and other advisors with respect to is aware that 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;
(l) the Shares 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 Shares Securities will become listed on any stock exchange or automated dealer quotation system;
(m) neither system except that currently the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed Company’s common shares are quoted on the merits of over-the-counter market operated by the SharesNASD’s OTC-BB;
(n) no documents in connection with this Offering have been reviewed by addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the SEC or any state Subscriber’s ability to resell the Debenture under Canadian provincial securities administratorslaws and Canadian National Instrument 45-102;
(o) there is no government or other insurance covering the Company will refuse to register any transfer of the Shares; andDebenture 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;
(p) this Agreement the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Debenture, 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 own legal, tax and other advisors with respect to the merits and risks of an investment in the Company and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not enforceable by in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber unless it has been accepted by is resident in connection with the Companydistribution of the Securities hereunder, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any Subscription for any reasonand,
(ii) applicable resale restrictions.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Argentex Mining Corp)
Acknowledgements of Subscriber. 3.1 7.1 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 (as defined herein“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, 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 ActAct or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and purchase 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 as provided which has been filed by the Company with the Securities and Exchange Commission (the “Company InformationSEC”). If the Company has presented a business plan ) in compliance, or any other type of corporate profile to the Subscriberintended compliance, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievablewith 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 regarding in connection with the issuance of the Shares (the “Offering”)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 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 Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering in connection with the issuance of the Shares hereunder have been made available for inspection by the Subscriber, Subscriber and the 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this 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 other document furnished by the Subscriber to the Company in connection herewith, 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 WERE ISSUED IN AN 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, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
(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;
(j) 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 Over-the-Counter Bulletin Board;
(k) 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;
(n) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares;
(p) 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;
(kq) the Subscriber has been advised to consult its own legal, tax statutory and other advisors with respect to regulatory basis for the merits exemption claimed for the offer 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits issuance of the Shares;
(n) no documents , although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administrators;
(o) there is no government or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act; and
(pr) 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 1 contract
Samples: Debt Settlement and Subscription Agreement (Freshwater Technologies Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein"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 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act;
(c) by completing the Questionnaires, the Subscriber is representing and warranting 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 purchase 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 Company, and such decision is based entirely upon a review of information as provided (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission and in compliance, or intended compliance, with applicable securities legislation (collectively, the “Company Information”"Public Record"). If ;
(e) 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable;
(ef) 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 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fl) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(im) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, 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;
(jn) the issuance and sale none 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither ; except that currently the Securities and Exchange Commission (common shares of the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed Company are quoted for trading on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administratorsOTC Bulletin Board;
(o) in addition to resale restrictions imposed under U.S. securities laws, there is no government or other insurance covering 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 SharesShares 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 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; and
(ps) 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 (Digital Youth Network Corp.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined 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, 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 Securities under the 1933 ActAct or any other securities legislation;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and 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 information as which has been provided by the Company (the “Company Information”). If the Company has presented a business plan or any other type of corporate profile to the Subscriber, the Subscriber acknowledges that Subscriber's attorney and/or advisor(s), by the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(e) there are risks associated with an investment in the Securities and the Subscriber is aware of such risks and the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance sale of the Shares (the “Offering”)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 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 Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering in connection with the sale of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s 's attorney and/or advisor(s);
(g) by execution hereof all of the information which the Subscriber has waived the need for provided to the Company to communicate its acceptance is correct and complete as of the purchase of date the Shares pursuant Subscription Agreement is signed, and if there should be any change in such information prior to this AgreementSubscription 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 and the statements and answers of the Subscriber contained in this Agreement, 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 '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 other document furnished by the Subscriber to the Company in connection herewith, 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;
(k) the Subscriber has been advised to consult its 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 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) none of the Shares 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 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 the Company on the OTC Bulletin Board;
(m) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities or has reviewed any documents in connection with the sale of the Securities hereunder;
(n) no documents the Company will refuse to register the transfer of the Securities not made in connection accordance with this Offering have been reviewed by the SEC provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities administratorslaws;
(o) there is no government or other insurance covering any of the SharesSecurities;
(p) 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
(pq) 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 reasonreason whatsoever.
Appears in 1 contract
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein“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 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act;
(dc) the decision to execute this Agreement and purchase acquire the Shares agreed to be purchased 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 as provided (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission and in compliance, or intended compliance, with applicable securities legislation (collectively, the “Company Information”"Public Record"). If ;
(d) 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 any projections or predictions contained in any such documents 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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fj) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ik) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, 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;
(jl) the issuance and sale none 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 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;
(l) the Shares 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 Shares Securities will become listed on any stock exchange or automated dealer quotation system;.
(m) neither the Securities and Exchange Commission (the “SEC”) nor Company will refuse to register any other securities commission or similar regulatory authority has reviewed or passed on the merits transfer of the SharesShares 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) no documents the statutory and regulatory basis for the exemption claimed for the offer Securities, although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administratorsscheme to evade the registration provisions of the 1933 Act;
(o) there 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 no government or other insurance covering solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the Sharesjurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions; and
(p) 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 (USR Technology, Inc.)
Acknowledgements of Subscriber. 3.1 The Subscriber acknowledges and agrees that:
(a) the Shares have not been registered under 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 to U.S. Persons (as defined 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, 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;
(d) the Subscriber’s decision to execute this Agreement and purchase acquire the Shares agreed to be purchased hereunder 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 (a “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 information as provided which has been filed by the Company with the various Canadian securities commissions under applicable securities legislation and the Exchange (the “Company InformationPublic Record”). If , including the Company has presented a business plan or any other type of corporate profile to Company’s most recent audited annual and unaudited interim financial statements (collectively the Subscriber“Financial Statements”), the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Subscriber and the Subscriber’s advisor(s) have knowledge of the Company’s affairs, and the Subscriber has had a reasonable the opportunity to ask questions of and receive answers from the Company and its advisors regarding the issuance Company and its business and financial condition and, as a result of all of the Shares foregoing, the Subscriber believes that it has received all the information which it considers necessary for deciding whether to invest in the Shares;
(b) although the “Offering”)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 obtain additional informationsurvive the Closing) that:
(i) the Consultant and its directors, to the extent possessed officers, employees, agents and representatives have no responsibility or obtainable without unreasonable effort or expense, necessary to verify liability of any nature whatsoever for the accuracy or adequacy of the information contained in this Agreement, the Company Information, or any business plan, corporate profile Public Record or any other document provided publicly available information concerning the Company or as to whether all information concerning the SubscriberCompany required to be disclosed by it has generally been disclosed;
(fii) the books and records of the Company were available upon reasonable notice for inspection, subject Consultant has not engaged in any independent investigation or verification with respect to certain confidentiality restrictions, by this subscription or any such information; and
(iii) the Subscriber during reasonable business hours at its principal place hereby releases the Consultant from any claims that may arise in respect of business and that all documentsthis Agreement, records and books pertaining to this Offering have been made available for inspection by except those arising from the Subscriber, the SubscriberConsultant’s attorney and/or advisor(s)wilful act or negligence;
(g) 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;
(hc) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, Agreement and in the Schedules to this Agreement and the Subscriber will hold harmless the Company and the Consultant harmless from any loss or damage it they may suffer as a result of the Subscriber’s failure to correctly complete this AgreementAgreement and such Schedules;
(id) 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 it has (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;
(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, others for whom it is not in the best interests of the Company;
(kcontracting hereunder have) the Subscriber has been advised to consult its 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 and it is (or others for whom it is contracting hereunder are) solely responsible (and neither the Company nor the the Consultant is in any way responsible) for compliance with applicable resale restrictions;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(pe) 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;
(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 the purchase of the Securities;
(i) 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;
(j) the Shares are being offered for sale only on a ‘private placement’ basis and the Company has advised the Subscriber acknowledges and agrees that the Company reserves is relying on exemptions (and such sales are conditional upon the right existence of such exemptions or the receipt of such orders, consents and approvals as are necessary to reject any 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;
(k) 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
(l) 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 any reasonits 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. 3.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein"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 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;
(d) the decision to execute this Agreement and purchase acquire the Shares agreed to be purchased 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 as provided (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission and in compliance, or intended compliance, with applicable securities legislation (collectively, the “Company Information”"Public Record"). If ;
(c) 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable;
(d) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(e) there is no government or other insurance covering the Securities;
(f) 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 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 law;
(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 1933 Act) in the United States in respect of any of the Securitiex xxxxx 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;
(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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fj) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ik) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, 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;
(jl) the issuance and sale none 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 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;
(l) the Shares 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 Shares Securities will become listed on any stock exchange or automated dealer quotation system;.
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other in addition to resale restrictions imposed under U.S. securities commission or similar regulatory authority has reviewed or passed laws, there are additional restrictions on the merits of Subscriber's ability to resell the SharesShares under the law;
(n) no documents the Company will refuse to register any transfer of the Shares not made in connection accordance with this Offering have been reviewed by the SEC provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any state securities administratorspursuant to an available exemption from the registration requirements of the 1933 Act;
(o) there 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 no government part of a plan or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act;
(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 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
(pq) 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 (World-East CORP LTD)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein"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, Act and in each case only in accordance with applicable state and provincial 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act; THERE IS NO TRADING MARKET FOR THE SHARES;
(c) by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an Accredited Investor, as the term is defined in MI 45-103;
(d) the decision to execute this Subscription Agreement and purchase 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 Company, and such decision is based entirely upon a review of information as (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(the “Company Information”). If e) 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable; the Company is in a start-up phase and there is no assurance of success;
(ef) 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 any of the Shares;
(h) there are risks associated with an investment in the Shares;
(i) the Company has advised the B.C. Subscribers 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") Alberta, and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the B.C. and Alberta 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 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 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;
(k) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fl) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(im) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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;
(ln) 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;
(mo) neither the Securities and Exchange Commission (the “SEC”) nor any other for B.C. Subscribers, in addition to resale restrictions imposed under U.S. securities commission or similar regulatory authority has reviewed or passed laws, there are additional restrictions on the merits 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, 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;
(q) 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;
(nr) no documents 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 this Offering have been reviewed by the SEC or any state securities administrators;distribution of the Shares hereunder, and
(oii) there is no government or other insurance covering any of the Sharesapplicable resale restrictions; and
(ps) 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;
(t) 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 (VB Trade Inc)
Acknowledgements of Subscriber. 3.1 7.1 The Subscriber acknowledges and agrees thatacknowledges:
(a) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the Shares merit for investment of, nor have not been registered under the 1933 Actany such agencies or governmental authorities, regulatory bodies, stock exchanges or under other entities made any state securities recommendation 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 to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject endorsement with respect to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities lawsShares;
(b) the Company will refuse to register any transfer sale and delivery of the Shares not made is conditional upon such sale being exempt from the prospectus filing and registration requirements, and being exempt from the requirement to deliver an offering memorandum in accordance connection with the provisions distribution of Regulation Sthe Shares under the applicable securities laws or upon the issuance of such orders, pursuant consents or approvals as may be required to an effective permit such sale without the requirement of filing a prospectus or registration statement statement;
(c) none of the Shares have been or will be registered under the 1933 Act or pursuant to an available exemption fromthe securities laws of any state and the Shares may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. Person or a person in a transaction not subject to, the United States unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements of the 1933 Act;
(c) is available, and the Company has not undertaken, and will have no obligation, to register obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any of the Shares under the 1933 Act;
(d) the decision to execute this Agreement and purchase Subscriber may not offer, sell or transfer the Shares agreed to be purchased hereunder has not been based upon any oral within the United States or written representation as to fact to, or otherwise made by for the account or on behalf benefit of, a U.S. Person, unless the Shares are registered under the 1933 Act and the securities laws of the Company and all applicable states or an exemption from such decision registration requirements is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableavailable;
(e) the acquisition of the Shares has not been made through or as a result of any “general solicitation or general advertising” (as such terms are used in Rule 502(c) of Regulation D) the distribution of the Shares has not been 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;
(f) the certificates evidencing the Shares will bear a legend regarding restrictions on transfer as required pursuant to applicable Securities Laws, including applicable federal and state securities laws of the United States;
(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 regarding the issuance of the Shares (the “Offering”)offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Informationinformation, or any business plan, corporate profile or any other document provided to the Subscriber;
(fh) 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 offering have been made available for inspection by the Subscriber, the Subscriber’s '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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ia) 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 Agreement 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(mb) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesShares ;
(nc) no documents in connection with this Offering offering have been reviewed by the SEC or any state securities administrators;
(oi) there is no government or other insurance covering any of the SharesShares ;
(j) the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus or registration statement and to sell securities through a person or company registered to sell securities under the securities laws or other applicable securities legislation and, as a consequence of acquiring Shares pursuant to this exemption, certain protections, rights and remedies provided by the securities laws or other applicable securities legislation including statutory rights of rescission or damages, will not be available to the Subscriber; and
(pk) this Agreement is not enforceable by no person has made to the Subscriber unless it has been accepted by any written or oral representations:
(i) that any person will resell or repurchase the Company, and Shares;
(ii) that any person will refund the Subscriber acknowledges and agrees that purchase price of the Company reserves Shares; or
(iii) as to the right to reject future price or value of any Subscription for any reasonof the Shares.
Appears in 1 contract
Samples: Debt Settlement and Subscription Agreement (Coronado Corp.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein“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 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;
(d) the decision to execute this Agreement and purchase acquire the Shares agreed to be purchased 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 upon a review of information as provided by the Company Company;
(the “Company Information”). If c) 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable;
(d) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(e) there is no government or other insurance covering the Securities;
(f) 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 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;
(h) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fi) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ij) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, 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;
(jk) the issuance and sale none 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 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;
(l) the Shares 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 Shares Securities will become listed on any stock exchange or automated dealer quotation system;
(l) 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;
(m) neither the Securities statutory and Exchange Commission (regulatory basis for the “SEC”) nor any other securities commission 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 similar regulatory authority has reviewed or passed on scheme to evade the merits registration provisions of the Shares1933 Act;
(n) no documents 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 this Offering have been reviewed by the SEC or any state securities administrators;distribution of the Securities hereunder, and
(ii) applicable resale restrictions; and
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 (Caduceus Software Systems Corp.)
Acknowledgements of Subscriber. 3.1 The Subscriber acknowledges and agrees that:
(a) the Shares have not been registered under 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 to U.S. Persons (as defined 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, 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;
(d) the decision to execute this 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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);
(g) 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;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this AgreementAgreement 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 AgreementAgreement 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 1 contract
Samples: Private Placement Subscription Agreement (Fundstech Corp)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) the Shares Securities have not been registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities or “"blue sky” " laws of any state of the United States, 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 to a U.S. Persons Person, as that term is defined in Regulation “S” (as defined herein)“Regulation “S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 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, and in each case only in accordance with applicable state securities laws;
(b) the Company will 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 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;
(d) the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased 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 solely upon a review of information as provided by the Company in this document or that is publicly available on the XXXXX website maintained by the Securities and Exchange Commission (the “SEC”) (collectively, the "Company Information”"). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;.
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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);
(ge) 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;
(hf) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 AgreementQuestionnaire;
(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 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;
(jg) 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;
(kh) the Subscriber has been advised to consult its 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 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;
(li) 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;
(j) 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;
(k) 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 Shares Securities will become listed on any stock exchange or automated dealer quotation systemexchange;
(ml) neither the Securities and Exchange Commission (the “SEC”) , nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(nm) no documents in connection with this Offering have been reviewed by the SEC or SEC, nor by any other state securities administrators;
(on) there is no government or other insurance covering any of the SharesSecurities; and
(po) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Striker Energy Corp)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein“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, Act and in each case only in accordance with applicable state and federal securities laws;
(b) the Company will refuse to register any transfer of the Shares not made except as provided 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 tothis Subscription Agreement, the registration requirements of the 1933 Act;
(c) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Shares agreed to be purchased 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 as provided (the receipt of which is hereby acknowledged) which has been filed by the Company (the “Company InformationPublic Record”) with the Securities and Exchange Commission (the “SEC”). If ;
(d) neither the Company has presented a business plan or SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableShares;
(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 regarding in connection with the issuance distribution of the Shares (the “Offering”)- 3 - 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 contained in about 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 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);
(g) 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;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this AgreementCompany;
(i) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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 will not be completed if it would be unlawful or if, in the discretion that any of the Company acting reasonablySecurities will become listed on any stock exchange or automated dealer quotation system, it is not in the best interests of except that currently market makers make a market for the Company’s common shares on the FINRA’s OTC Bulletin Board;
(k) 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 its 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;; and
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Midwest Oil & Gas Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 to U.S. Persons (as defined 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, 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;Act and in accordance with applicable state securities laws.
(cb) 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;
(c) by completing the Questionnaires, the Subscriber is representing and warranting that the Subscriber is an “Accredited Investor”, as the term is defined in Regulation D under the 1933 Act and as the term is defined in Canadian National Instrument 45-106;
(d) the decision to execute this Subscription Agreement and purchase acquire the Shares agreed to be purchased 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 information as (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(the “Company Information”). If e) 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable;
(ef) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Units;
(g) there is no government or other insurance covering any of the Units;
(h) there are risks associated with an investment in the Units;
(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 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;
(j) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fk) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(il) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, 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 or the Agent in connection therewith;
(jm) the issuance and sale none 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 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;
(l) the Shares 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 Shares Securities will become listed on any stock exchange or automated dealer quotation system;
(mn) neither the Securities and Exchange Commission (the “SEC”) nor Company will refuse to register any other securities commission or similar regulatory authority has reviewed or passed on the merits transfer of the Shares;
(n) no documents in connection with this Offering have been reviewed by Shares or the SEC Warrant Shares not made pursuant to an effective registration statement under the 1933 Act or any state securities administratorspursuant to an available exemption from the registration requirements of the 1933 Act;
(o) there 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 no government or other insurance covering solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the Shares; jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(p) 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 (Fundstech Corp)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein“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 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act1933;
(c) by completing the Questionnaire, the Subscriber is representing and warranting 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 purchase acquire the Shares agreed to be purchased 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 as provided (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission and in compliance, or intended compliance, with applicable securities legislation (collectively, the “Company Information”"Public Record"). If ;
(e) 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable;
(ef) 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 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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fl) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(im) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, 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;
(jn) the issuance and sale none 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 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;
(l) the Shares 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 Shares Securities will become listed on any stock exchange or automated dealer quotation system;
(m) neither ; except that currently the Securities and Exchange Commission (common shares of the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed Company are quoted for trading on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administratorsOTC Bulletin Board;
(o) there it 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 government other person has a direct or other insurance covering any indirect beneficial interest in such Shares;
(p) none of the SharesShares 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 Restricted Period (as defined herein);
(q) 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;
(r) 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;
(s) 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;
(t) 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; and
(pu) 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 (Eden Energy Corp)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under the Securities Act of 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 to U.S. Persons (as defined 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, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of any of the Shares not made in accordance with the provisions of Regulation SD, 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;
(d) 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 and such decision is based solely upon a review of information as regarding the Company provided by the Company to the Subscriber (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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;
(fe) 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);
(gf) 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;
(hg) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it it/he/she may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(ih) 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, 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;
(ji) 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;
(kj) the Subscriber has been advised to consult its 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 restrictions, and it it/he/she 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;
(k) the Subscriber is acquiring the Shares as principal for its/his/her 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) the Shares are not listed on any stock exchange or automated dealer quotation system statutory and no representation has been made to regulatory basis for the Subscriber that any exemption claimed for the offer and sale of the Shares will become listed on any stock exchange Shares, although in technical compliance with Regulation D, would not be available if the Offering is part of a plan or automated dealer quotation systemscheme to evade the registration provisions of the 1933 Act;
(m) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 subscription for any reason.
Appears in 1 contract
Acknowledgements of Subscriber. 3.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein"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, 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;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and purchase 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 upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(e) neither the Securities and Exchange Commission nor any other 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 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 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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fj) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ik) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor Company will refuse to register any other securities commission or similar regulatory authority has reviewed or passed on the merits transfer of the SharesShares 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 securities laws;
(n) no documents the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state securities administratorslaws;
(o) there 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 no government or other insurance covering solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the Sharesjurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions; and
(p) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Fundstech Corp)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares or Warrants have not been registered under 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 (as defined herein“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, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse has forward split its stock on a 14 for 1 basis (the “Stock Split”) such that prior to register any transfer the issuance of the Shares not made Securities, there are 350,000,000 authorized shares of Common Stock. No change in accordance with the provisions number or price of Regulation S, pursuant Securities issued to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or Subscriber as set out in this Subscription Agreement will change as a transaction not subject to, the registration requirements result of the 1933 Act;Stock Split.
(c) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares or Warrants under the 1933 Act;
(d) by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an Accredited Investor, as the term is defined in NI 45-106;
(e) the decision to execute this Subscription Agreement and purchase acquire the Shares agreed to be purchased 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 information as (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(the “Company Information”). If f) 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable;
(eg) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Units;
(h) there is no government or other insurance covering any of the Units;
(i) there are risks associated with an investment in the Units;
(j) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements of the Subscriber’s jurisdiction to provide the Subscriber with a prospectus and to sell the Units through a person registered to sell securities under the securities laws of the Subscriber’s jurisdiction and, as a consequence of acquiring the Units pursuant to this exemption, certain protections, rights and remedies provided by the securities laws of the Subscriber’s jurisdiction, including statutory rights of rescission or damages, will not be available to the Subscriber;
(k) 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 the Units; provided, however, that the Subscriber may sell or otherwise dispose of the Units pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(l) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance distribution of the Shares (the “Offering”)Units 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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fm) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Units hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(in) the Subscriber will indemnify and hold harmless the Company andand the Agent, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company and the Agent in connection herewith, 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 and the Agent 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 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;
(lo) 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;
(mp) neither the Securities and Exchange Commission (the “SEC”) nor any other in addition to resale restrictions imposed under U.S. securities commission or similar regulatory authority has reviewed or passed laws, there are additional restrictions on the merits of Subscriber’s ability to resell the SharesShares and the Warrant Shares under Canadian provincial securities laws and Canadian National Instrument 45-102;
(nq) no documents the Company will refuse to register any transfer of the Units 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;
(r) the statutory and regulatory basis for the exemption from U.S registration requirements 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 or provincial securities laws;
(s) 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 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:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any distribution of the Shares; Units hereunder, and
(pii) applicable resale restrictions; and (t) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
(u) upon Closing, the Agent will receive fees from the Company in connection with the Offering as follows:
(i) a non-refundable finder’s fee equal to ten percent (10%) of the gross proceeds of the Offering raised from Subscribers introduced to the Company by the Agent, payable in Units at the same prices and terms as the Units sold to Subscribers herein, including registration rights;
(ii) the Agent will be reimbursed by the Company for its expenses incurred in connection with the Offering; and,
(v) the Agent is acting as an agent in this transaction and that all warranties, conditions, representations or stipulations, other than those relating solely to the Agent, whether express or implied and whether arising hereunder or under prior agreement or statement or by statute or at common law are expressly those of the Company. The Subscriber acknowledges that no information or representation concerning the Company has been provided to the Subscriber by the Company or the Agent other than those contained in this Subscription Agreement and that the Subscriber is relying entirely upon this Subscription Agreement. Any information given or statement made is given or made without liability or responsibility howsoever arising on the part of the Agent. No person in the employment of, or acting as agent of, the Agent has any authority to make or give any representation or warranty whatsoever in relation to the Company or the Securities. Any information given or statement made is given or made without liability or responsibility howsoever arising on the part of the Agent, and the Subscriber acknowledges and agrees hereby releases the Agent from any claims that the Company reserves the right to reject may arise in respect of any Subscription for any reasonsuch information given or statement made.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Raptor Pharmaceuticals Corp.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein"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, Act and in each case only in accordance with applicable state and provincial 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act; THERE IS NO TRADING MARKET FOR THE SHARES;
(dc) the decision to execute this Subscription Agreement and purchase 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 Company, and such decision is based entirely upon a review of information as (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(the “Company Information”). If d) 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable; the Company is in a start-up phase and there 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 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 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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fj) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ik) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor Company will refuse to register any other securities commission or similar regulatory authority has reviewed or passed on the merits transfer of the SharesShares 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) no documents the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities administratorslaws;
(o) there 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 no government or other insurance covering solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the Sharesjurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions; and
(p) 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 (Business Outsourcing Service, Inc.)
Acknowledgements of Subscriber. 3.1 The Subscriber acknowledges and agrees that:
(a) : none of the Shares Securities have not been or will be registered under 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 (as defined herein“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, 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 Securities under the 1933 Act;
(d) Act or any other securities legislation; 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 and such decision is based entirely upon a review of this Subscription Agreement and any public information as provided which has been filed by the Company with the Securities and Exchange Commission (the “Company InformationSEC”). 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 any projections or predictions contained ) in any such documents may not be achieved or be achievable;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Informationcompliance, or any business planintended compliance, 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 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);
(g) 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;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this 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 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) applicable securities legislation; the Subscriber has been advised to consult its 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 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;
7.1 (le) 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;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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.f)
Appears in 1 contract
Acknowledgements of Subscriber. 3.1 5.1. The Subscriber acknowledges and agrees that:
(a) none of the Shares of Warrants have not been registered under 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 to U.S. Persons (as defined herein)indirectly, except in accordance with Regulation S, pursuant to an effective registration statement under the 1933 Act, or based on an opinion of counsel satisfactory, in form and substance, to the Company that such registration is not required 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 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, from the registration requirements of the 1933 Act;
(cb) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares or Warrants under the 1933 Act;
(c) the Subscriber is representing and warranting that the Subscriber is an Accredited Investor, as the term is defined in Regulation D under the 1933 Act;
(d) the decision to execute this Agreement and purchase acquire the Shares agreed to be purchased 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Units;
(f) there is no government or other insurance covering the Units;
(g) there are risks associated with an investment in the Units, including but not limited to risks associated with investment in a high-tech company;
(h) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance distribution of the Shares (the “Offering”)Units 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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fi) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Units hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ij) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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;
(jk) the issuance and sale Company will refuse to register any transfer of the Units or Shares not made in accordance with the provisions of this Regulation S, pursuant to an effective registration statement under the 1933 Act or not based upon an opinion of counsel satisfactory, in form and substance, to the Subscriber will not be completed if it would be unlawful or if, in Company pursuant to an available exemption from the discretion registration requirements of the Company acting reasonably, it is not in the best interests of the Company1933 Act;
(kl) the Subscriber has been advised to consult its 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 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 Units hereunder, and
(ii) applicable resale restrictions;
(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 become listed on any stock exchange or automated dealer quotation system;.
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
(n) The Subscriber understands that, and unless the Subscriber acknowledges and agrees that notifies the Company reserves in writing to the right contrary before the Closing, all the representations and warranties contained in this Subscription Agreement will be deemed to reject any Subscription for any reasonhave been reaffirmed and confirmed as of the date of the Closing, taking into account all information received by the Subscriber after the date hereof up to the date of the Closing.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Acro Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under 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 (as defined herein"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, Act and in each case only in accordance with any applicable state securities and provincial 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 Act1 933 Act or qualify any of the Shares under any state or provincial securities laws.
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(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 regarding in connection with the issuance of the Shares (the “Offering”), 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 Subscriber Subscribers during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber’s '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 pursuant to this Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ih) 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(j) 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"), as adopted by the 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 number of shareholders of the Company;
(l) 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;
(p) no documents in connection with the Offering have been reviewed by the SEC or any state securities administrators;
(q) there is no government or other insurance covering any of the Shares;
(r) 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;
(ks) the Subscriber has been advised to consult its own legal, tax statutory and other advisors with respect to regulatory basis for the merits exemption claimed for the offer 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits sale of the Shares;
(n) no documents , although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administrators;
(o) there is no government or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act; and
(pt) 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 (Glass Wave Enterprises, Inc.)
Acknowledgements of Subscriber. 3.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein"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, Act and in each case only in accordance with applicable state and provincial 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;; Xxxxxx Subscription Foreign [OR 26-11-05].doc
(dc) the decision to execute this Subscription Agreement and purchase 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 upon a review of information as provided by the Company (the “Company Information”). If Company; 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable.;
(d) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(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) 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;
(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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fi) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ij) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(jk) the issuance and sale 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 Subscriber will not be completed if it would be unlawful 1933 Act or if, in pursuant to an available exemption from the discretion registration requirements of the Company acting reasonably, it is not in the best interests of the Company1933 Act;
(kl) the Subscriber has been advised to consult its 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 is solely responsible (and the Company is not in any way responsible) for compliance with: Xxxxxx Subscription Foreign [OR 26-11-05].doc
(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;
(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 become listed on any stock exchange or automated dealer quotation system;; and
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 (Medina International Corp)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under 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 (as defined herein"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, Act and in each case only in accordance with any applicable state securities and provincial 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 ActAct or qualify any of the Shares under any state or provincial securities laws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(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 regarding in connection with the issuance of the Shares (the “Offering”), 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 Subscriber Subscribers during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber’s '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 pursuant to this Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ih) 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(ki) the Subscriber has been advised to consult its 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 the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 1 contract
Samples: Private Placement Subscription Agreement (Glass Wave Enterprises, Inc.)
Acknowledgements of Subscriber. 3.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein"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, Act and in each case only in accordance with applicable state and provincial 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase 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 Xxxxxx Subscription Foreign [OR 26-11-05].doc on behalf of the Company and such decision is based upon a review of information as provided by the Company (the “Company Information”). If Company; 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable.;
(d) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(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) 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;
(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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fi) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ij) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(jk) the issuance and sale 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 Subscriber will not be completed if it would be unlawful 1933 Act or if, in pursuant to an available exemption from the discretion registration requirements of the Company acting reasonably, it is not in the best interests of the Company1933 Act;
(kl) the Subscriber has been advised to consult its 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;Xxxxxx Subscription Foreign [OR 26-11-05].doc
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 (Medina International Corp)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein"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, Act and in each case only in accordance with applicable state and provincial 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act; THERE IS NO TRADING MARKET FOR THE SHARES;
(c) by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an Accredited Investor, as the term is defined in MI 45-103;
(d) the decision to execute this Subscription Agreement and purchase 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 Company, and such decision is based entirely upon a review of information as (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(the “Company Information”). If e) 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable; the Company is in a start-up phase and there is no assurance of success;
(ef) 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 any of the Shares;
(h) there are risks associated with an investment in the Shares;
(i) the Company has advised the B.C. Subscribers 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 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 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;
(k) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fl) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(im) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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;
(ln) 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;
(mo) neither the Securities and Exchange Commission (the “SEC”) nor any other for B.C. Subscribers, in addition to resale restrictions imposed under U.S. securities commission or similar regulatory authority has reviewed or passed laws, there are additional restrictions on the merits 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, 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;
(q) 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;
(nr) no documents 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 this Offering have been reviewed by the SEC or any state securities administrators;distribution of the Shares hereunder, and
(oii) there is no government or other insurance covering any of the Sharesapplicable resale restrictions; and
(ps) 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 (Powerraise Inc)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under 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 (as defined herein"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, Act and in each case only in accordance with any applicable state securities and provincial 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 ActAct or qualify any of the Shares under any state or provincial securities laws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(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 regarding in connection with the issuance of the Shares (the “Offering”), 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 Subscriber Subscribers during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber’s '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 pursuant to this Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ih) 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(j) 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 45-106”), as adopted by the 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 number of shareholders of the Company;
(l) 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;
(p) no documents in connection with the Offering have been reviewed by the SEC or any state securities administrators;
(q) there is no government or other insurance covering any of the Shares;
(r) 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;
(ks) the Subscriber has been advised to consult its own legal, tax statutory and other advisors with respect to regulatory basis for the merits exemption claimed for the offer 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits sale of the Shares;
(n) no documents , although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administrators;
(o) there is no government or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act; and
(pt) 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 (Mainland Resources Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under 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 (as defined herein"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, Act and in each case only in accordance with any applicable state securities and provincial 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 ActAct or qualify any of the Shares under any state or provincial securities laws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(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 regarding in connection with the issuance of the Shares (the “Offering”), 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 Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber’s '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 pursuant to this Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ih) 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(j) 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 common shares of the Company on the OTC Bulletin Board service of the National Association of Securities Dealers, Inc.;
(k) 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;
(l) 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;
(m) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with the Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares;
(p) 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;
(kq) the Subscriber has been advised to consult its own legal, tax statutory and other advisors with respect to regulatory basis for the merits exemption claimed for the offer 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits sale of the Shares;
(n) no documents , although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administrators;
(o) there is no government or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act; and
(pr) 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 (Texola Energy Corp)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) the Shares have not been registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities or “"blue sky” " laws of any state of the United States, 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 to a U.S. Persons Person, as that term is defined in Regulation “S” (as defined herein)“Regulation “S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 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, and in each case only in accordance with applicable state securities laws;
(b) the Company will 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 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;
(d) 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 and such decision is based solely upon a review of information as provided by the Company in this document (the “"Company Information”"). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;.
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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);
(ge) 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;
(hf) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, Subscription Agreement and 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 's failure to correctly complete this AgreementSubscription Agreement and the Questionnaire;
(ig) 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, 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;
(jh) 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;
(ki) the Subscriber has been advised to consult its 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 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 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 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;
(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, 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) 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 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 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 systemexchange;
(mo) neither the Securities and Exchange Commission (the “SEC”) , nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(np) no documents in connection with this Offering have been reviewed by the SEC or SEC, nor by any other state securities administrators;
(oq) there is no government or other insurance covering any of the Shares; and
(pr) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Striker Energy Corp)
Acknowledgements of Subscriber. 3.1 7.1 The Subscriber acknowledges and agrees thatacknowledges:
(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 (as defined herein"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, Act and in each case only in accordance with applicable state and provincial 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 ActAct or any other securities legislation;
(c) he has received and carefully read this Agreement;
(d) the decision to execute this Agreement he 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Subscriber and the Subscriber’s his advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance sale of the Shares (the “Offering”)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 contained in the Company Information, or any business plan, corporate profile or any other document provided to the Subscriber;
(fe) 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 in connection with the sale of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s him and his 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 pursuant to this Agreement;
(hf) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Agreement;
(ig) the Subscriber will indemnify has been advised to consult the Subscriber's own legal, tax and hold harmless 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 and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against is not in any and all loss, liability, claim, damage and expense whatsoever way responsible) for compliance with:
(including, but not limited to, i) 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 applicable laws of the Subscriber contained herein, or jurisdiction in any other document furnished by which the Subscriber is resident in connection with the distribution of the Shares 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 Company in connection herewithSubscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system, being untrue in any material respect except that the Company’s common shares are currently approved for quotation on the National Association of Securities Dealer’s Over the Counter Bulletin Board.;
(i) none of the Shares may be offered or any breach sold to a U.S. Person or failure by for the Subscriber to comply with any covenant account or agreement made by the Subscriber benefit of a U.S. Person (other than a distributor) prior to the Company in connection therewithend of the Distribution Compliance Period (as defined herein);
(j) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(k) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(l) there is no government or other insurance covering any of the Shares;
(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;
(kn) 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 is purchasing the Shares pursuant to an exemption from the registration and with respect 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 applicable resale restrictions and it is solely responsible be provided under securities legislation, and
(and iii) the Company is in any way responsible) for compliance with applicable resale restrictions;
(l) the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber relieved from certain obligations that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other would otherwise apply under securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administratorslegislation;
(o) there is no government or other insurance covering any 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
(p) 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 1 contract
Samples: Private Placement Subscription Agreement (Biopack Environmental Solutions Inc.)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under the Securities Act of 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 to U.S. Persons (as defined 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, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of any of the Shares not made in accordance with the provisions of Regulation SD, 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;
(d) 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 and such decision is based solely upon a review of information as regarding the Company provided by the Company to the Subscriber (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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;
(fe) 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);
(gf) by execution hereof the Subscriber has waived the need for the Company to communicate its his acceptance of the purchase of the Shares pursuant to this Subscription Agreement;
(hg) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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;
(ih) 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, 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;
(ji) 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;
(kj) the Subscriber has been advised to consult its 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 restrictions, and it he 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;
(k) the Subscriber is acquiring the Shares as principal for his 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) the Shares are not listed on any stock exchange or automated dealer quotation system statutory and no representation has been made to regulatory basis for the Subscriber that any exemption claimed for the offer and sale of the Shares will become listed on any stock exchange Shares, although in technical compliance with Regulation D, would not be available if the Offering is part of a plan or automated dealer quotation systemscheme to evade the registration provisions of the 1933 Act;
(m) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 subscription for any reason.
Appears in 1 contract
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein“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, Act and in each case only in accordance with applicable state and provincial 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 ActAct (except as may be set forth herein);
(dc) the decision to execute this Agreement and purchase 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 upon a review of information as provided by Company;
(d) neither the Company (the “Company Information”). If the Company has presented a business plan or SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableShares;
(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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fj) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ik) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither 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 and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesCommissions in Canada;
(n) no documents the Company will refuse to register any transfer of the Shares not made in connection accordance with this Offering have been reviewed by the SEC provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or any pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities administratorslaws;
(o) there is no government or other insurance covering any 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:
(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; and
(pq) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Sunpeaks Ventures, Inc.)
Acknowledgements of Subscriber. 3.1 7.1 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 (as defined herein“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 subject
(b) 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 ActAct or any other applicable securities legislation;
(d) the Subscriber has received and carefully read this Agreement;
(e) the decision to execute this Agreement and purchase 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 as provided which has been filed by the Company with the Securities and Exchange Commission (the “Company InformationSEC”). If the Company has presented a business plan ) in compliance, or any other type of corporate profile to the Subscriberintended compliance, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievablewith applicable securities legislation;
(ef) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance of the Shares (the “Offering”)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 contained in the Company Information, or any business plan, corporate profile or any other document provided to the Subscriber;
(fg) 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 in connection with the issuance of the Shares hereunder have been made available for inspection by the Subscriber, Subscriber and the 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 pursuant to this Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this AgreementAgreement 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, in the Questionnaire or in any other document furnished by the Subscriber to the Company in connection herewith, 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 Shares will be issued pursuant to an exemption from the prospectus requirements of the Securities Act (Quebec) (the “Act”) in accordance with NI 45-106, and as a result certain protections, rights and remedies provided by the Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(k) 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 WERE ISSUED IN AN 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, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
(l) 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;
(m) 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 the Company on the OTC Bulletin Board;
(n) the resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation;
(o) 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);
(p) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares or has reviewed any documents in connection with the sale of the Shares hereunder;
(q) there is no government or other insurance covering any of the Shares;
(r) 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;
(ks) the Subscriber has been advised to consult its own legal, tax statutory and other advisors with respect to regulatory basis for the merits exemption claimed for the offer 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits issuance of the Shares;
(n) no documents , although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administrators;
(o) there is no government or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act; and
(pt) 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 1 contract
Samples: Debt Settlement and Subscription Agreement (Swingplane Ventures, Inc.)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under the Securities Act of 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 to U.S. Persons (as defined 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, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will 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 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;
(d) 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 and such decision is based solely upon a review of information as regarding the Company provided by the Company to the Subscriber (the “"Company Information”"). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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;
(fe) 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 's attorney and/or advisor(s);
(gf) 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;
(hg) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ih) 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, 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;
(ji) 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;
(kj) the Subscriber has been advised to consult its 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 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 here under, 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 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 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;
(mp) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
(nq) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(or) there is no government or other insurance covering any of the Shares; and
(ps) 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 subscription for any reason.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Northumberland Resources, Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) the Shares have not been registered under 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 to U.S. Persons (as defined 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, 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;
(d) 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 and such decision is based entirely upon a review of information as (the "Company Information") which has been provided by the Company (to the “Company Information”)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 any projections or predictions contained in any such documents may not be achieved or be 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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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 '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 pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this AgreementSubscription 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 's failure to correctly complete this AgreementSubscription 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 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;
(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 become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in shares of the Company on the National Association of Securities Dealers Inc.'s OTC Bulletin Board;
(m) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 (Aurelio Resource Corp)
Acknowledgements of Subscriber. 3.1 6.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein“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, Act and in each case only in accordance with applicable state securities laws;
(ba) 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(db) the decision to execute this Subscription Agreement and purchase 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 Company, and such decision is based entirely upon a review of information as provided (the receipt of which is hereby acknowledged) which has been filed by the Company in compliance, or intended compliance, with applicable securities legislation (collectively, the “Company InformationPublic Record”). If ;
(c) no securities commission or similar regulatory authority has reviewed or passed on the Company has presented a business plan merits of any of the Shares;
(d) there is no government or other insurance covering any other type of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableShares;
(e) there are risks associated with an investment in the Shares, as more fully described in certain information forming part of the Public Record;
(f) 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 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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fh) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(i) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 none 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 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;
(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 become listed on any stock exchange or automated dealer quotation system, except that currently the Shares are quoted on the over-the-counter market operated by the NASD’s OTC Bulletin Board;
(k) 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 securities laws;
(l) the statutory and regulatory basis for the exemption claimed for the offer of 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 securities laws;
(m) neither the Securities Subscriber has been advised to consult the Subscriber’s own legal, tax and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on 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 Shares;jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions; and
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 (Clean Power Technologies Inc.)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) the Shares Securities have not been registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities or “"blue sky” " laws of any state of the United States, 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 to a U.S. Persons Person, as that term is defined in Regulation “S” (as defined herein)“Regulation “S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 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, and in each case only in accordance with applicable state securities laws;
(b) the Company will 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 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;
(d) the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased 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 solely upon a review of information as provided by the Company in this document (the “"Company Information”"). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;.
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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);
(ge) 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;
(hf) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, Subscription Agreement and 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 's failure to correctly complete this AgreementSubscription Agreement and the Questionnaire;
(ig) 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, 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;
(jh) 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;
(ki) the Subscriber has been advised to consult its 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 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 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 systemexchange;
(mo) neither the Securities and Exchange Commission (the “SEC”) , nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(np) no documents in connection with this Offering have been reviewed by the SEC or SEC, nor by any other state securities administrators;
(oq) there is no government or other insurance covering any of the SharesSecurities; and
(pr) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Striker Energy Corp)
Acknowledgements of Subscriber. 3.1 7.1 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 (as defined herein"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, 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 ActAct or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and purchase 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 as provided which has been filed by the Company with the Securities and Exchange Commission (the “Company Information”). If the Company has presented a business plan "SEC") in compliance, or any other type of corporate profile to the Subscriberintended compliance, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievablewith 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 regarding in connection with the issuance of the Shares (the “Offering”)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 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 Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering in connection with the issuance of the Shares hereunder have been made available for inspection by the Subscriber, Subscriber and the Subscriber’s '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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this 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 other document furnished by the Subscriber to the Company in connection herewith, 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;
(jh) upon the issuance thereof, and sale until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares to will bear a legend in substantially the Subscriber will not be completed if it would be unlawful or iffollowing form: THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, in the discretion of the Company acting reasonablyAS AMENDED (THE "1933 ACT”). ACCORDINGLY, it is not in the best interests of the Company;NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAYBE OFFERED OR SOLD 1;-.1 THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION ST A TEME IT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
(ki) the Subscriber has been advised to consult its 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;
(lj) 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 Financial Industry Regulatory Authority'S Over-the-Counter Bulletin Board;
(k) 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 Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares;
(p) 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
(pr) 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 1 contract
Samples: Debt Settlement and Subscription Agreement (Force Energy Corp.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 or under any public offering within the meaning of the 1933 Actprovincial securities laws, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons Persons, as that term is defined in Regulation S promulgated under the 1933 Act (as defined herein"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 any applicable state securities laws;
(b) the Company will refuse to register any transfer of the Shares not made except as provided for 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 toSection 9.1, the registration requirements of the 1933 Act;
(c) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act;
(c) by completing the Questionnaires, the Subscriber is representing and warranting 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;
(d) the decision to execute this Agreement and 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 information as provided (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 legislation, including, specifically, a review of the “Company Information”). If the Company has presented a business plan or any other type of corporate profile to the SubscriberRisk Factors which are attached as Exhibit D (collectively, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable"Public Record");
(e) although the Agent may have introduced the Subscriber to the Company, the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of Company acknowledge and receive answers from the Company regarding the issuance of the Shares (the “Offering”)agree with, and for the benefit of, the Agent and the Company, as applicable (such acknowledgement and agreements to obtain additional informationsurvive the Closing) that:
(i) the Agent and its directors, to the extent possessed officers, employees, agents and representatives have no responsibility or obtainable without unreasonable effort or expense, necessary to verify liability of any nature whatsoever for the accuracy or adequacy of the information contained in this Agreement, the Company Information, or any business plan, corporate profile Public Record or any other document provided publicly available information concerning the Company or as to whether all information concerning the SubscriberCompany required to be disclosed by it or them has generally been disclosed;
(fii) the books Agent makes no representations or warranties herein with respect to the Securities, and records neither the Agent nor its directors, officers, employees, agents or representatives shall have any liability with respect to the sale 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)Securities;
(giii) by execution hereof the Subscriber Agent has waived not engaged in any independent investigation or verification with respect to this Subscription or any such information; and
(iv) the need for Agent and the Company to communicate its acceptance of the purchase of the Shares pursuant to this Agreement;
(h) the Company is 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 's failure to correctly complete this Agreement or such questionnaires and undertakings;
(f) 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;
(ig) the Subscriber it will indemnify and hold harmless the Company and the Agent and, where applicable, its 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 contained herein, herein or in any other document furnished by the Subscriber to the Company or the Agent in connection herewith, 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 or the Agent in connection therewith;
(jh) the issuance and sale of the Shares Securities to the Subscriber will not be completed if it the Subscription is otherwise fully subscribed, if acceptance would be unlawful or if, in the discretion of the Company Company, acting reasonably, it acceptance is not in the best interests of the Company;
(ki) the Subscriber 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 Securities 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;
(lj) the Shares Securities are not listed on any stock exchange or automated dealer subject to quotation system except that currently certain market makers make market in the Shares of the Company on the National Association of Securities Dealers Inc.'s OTC Bulletin Board, 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;
(mk) neither the Securities and Exchange Commission (the “SEC”) nor any other no securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(ol) there is no government or other insurance covering any the Securities;
(m) there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the SharesPublic Record;
(n) 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;
(o) 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 distribution 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;
(p) 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 all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(q) 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 ("BCSC");
(r) 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;
(s) 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;
(t) 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; and
(pu) 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 1 contract
Samples: Private Placement Subscription Agreement (Heartland Oil & Gas Corp)
Acknowledgements of Subscriber. 3.1 7.1 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 (as defined herein“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, 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 ActAct or any other applicable securities legislation;
(c) the Subscriber has received and carefully read this Agreement;
(d) the decision to execute this Agreement and purchase 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 as provided which has been filed by the Company with the Securities and Exchange Commission (the “Company InformationSEC”). If the Company has presented a business plan ) in compliance, or any other type of corporate profile to the Subscriberintended compliance, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievablewith 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 regarding in connection with the issuance of the Shares (the “Offering”)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 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 Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering in connection with the issuance of the Shares hereunder have been made available for inspection by the Subscriber, Subscriber and the 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 pursuant to this Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this AgreementAgreement or the Questionnaire;
(ih) 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, 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 WERE ISSUED IN AN 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, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.
(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 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;
(k) in addition to resale restrictions imposed under U.S. securities laws, there may be additional restrictions on the Subscriber's ability to resell the Shares under applicable provincial securities legislation and National Instrument 45-102 (“NI 45-102”);
(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 the Company on the OTC Bulletin Board;
(m) the resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable provincial securities legislation;
(n) 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 Shares and, as a consequence of acquiring the Shares 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;
(o) 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;
(p) 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);
(q) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares or has reviewed any documents in connection with the sale of the Shares hereunder;
(r) there is no government or other insurance covering any of the Shares;
(s) 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;
(kt) the Subscriber has been advised to consult its own legal, tax statutory and other advisors with respect to regulatory basis for the merits exemption claimed for the offer 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits issuance of the Shares;
(n) no documents , although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administrators;
(o) there is no government or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act; and
(pu) 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 1 contract
Samples: Debt Settlement and Subscription Agreement (Tuscany Minerals Ltd.)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under the Securities Act of 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 to U.S. Persons (as defined 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, and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will 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 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;
(d) 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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;
(fe) 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 's attorney and/or advisor(s);
(gf) 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;
(hg) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ih) 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, 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;
(ji) 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;
(kj) the Subscriber has been advised to consult its 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 the applicable resale restrictions 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 1933 Act) in the United States in respect of any of the Xxxxxxxxes 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 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 Securities will become listed on any stock exchange or automated dealer quotation system;
(mo) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the SharesSecurities;
(np) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(oq) there is no government or other insurance covering any of the SharesSecurities; and
(pr) 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 subscription for any reason.
Appears in 1 contract
Acknowledgements of Subscriber. 3.1 6.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been registered under 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 (as defined herein“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, 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase 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 Company, and such decision is based entirely upon a review of information as provided (the receipt of which is hereby acknowledged) which has been filed by the Company in compliance, or intended compliance, with applicable securities legislation (collectively, the “Company InformationPublic Record”). If ;
(d) no securities commission or similar regulatory authority has reviewed or passed on the Company has presented a business plan or merits of any other type of corporate profile to the Subscriber, the Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableShares;
(e) there is no government or other insurance covering any of the Shares;
(f) there are risks associated with an investment in the Shares, as more fully described in certain information forming part of the Public Record;
(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 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 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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fi) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ij) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(jk) the issuance and sale none 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 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;
(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 become listed on any stock exchange or automated dealer quotation system, except that currently the Shares are quoted on the over-the-counter market operated by the NASD’s OTC Bulletin Board;
(l) 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 securities laws;
(m) neither the Securities statutory and Exchange Commission (regulatory basis for the “SEC”) nor any other securities commission exemption claimed for the offer of Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or similar regulatory authority has reviewed or passed on scheme to evade the merits registration provisions of the Shares1933 Act or any applicable securities laws;
(n) no documents 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 this Offering have been reviewed by the SEC or any state securities administrators;distribution of the Shares hereunder, and
(ii) applicable resale restrictions; and
(o) there is no government or other insurance covering any of the Shares; and
(p) 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: Collaboration Agreement (Clean Power Technologies Inc.)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) the Shares Securities have not been registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities or “"blue sky” " laws of any state of the United States, 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 to a U.S. Persons Person, as that term is defined in Regulation “S” (as defined herein)“Regulation “S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 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, and in each case only in accordance with applicable state securities laws;
(b) the Company will 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 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;
(d) the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased 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 solely upon a review of information as provided by the Company in this document (the “"Company Information”"). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;.
(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 regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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);
(ge) 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;
; (hf) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, Subscription Agreement and 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 's failure to correctly complete this AgreementSubscription Agreement and the Questionnaire;
(ig) 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, 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;
(jh) 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;
(ki) the Subscriber has been advised to consult its 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 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 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 systemexchange;
(mo) neither the Securities and Exchange Commission (the “SEC”) , nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesSecurities;
(np) no documents in connection with this Offering have been reviewed by the SEC or SEC, nor by any other state securities administrators;
(oq) there is no government or other insurance covering any of the SharesSecurities; and
(pr) 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 subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Striker Energy Corp)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein“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 Subscriber acknowledges that the Company will refuse has not undertaken, and shall have no obligation, to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement Securities 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;
(d) the decision to execute this Agreement and purchase acquire the Shares agreed to be purchased 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 as provided (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission (the “Company InformationSEC”) and in compliance, or intended compliance, with applicable securities legislation (collectively, the “Public Record”). If ;
(d) 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 any projections or predictions contained in any such documents 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 shall 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 regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fj) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ik) the Subscriber will shall indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(jl) the issuance and sale none 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 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;
(l) the Shares 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 Shares Securities will become listed on any stock exchange or automated dealer quotation system;.
(m) neither the Securities and Exchange Commission (the “SEC”) nor Company shall refuse to register any other securities commission or similar regulatory authority has reviewed or passed on the merits transfer of the SharesShares 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) no documents the statutory and regulatory basis for the exemption claimed for the Securities, although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administratorsscheme to evade the registration provisions of the 1933 Act;
(o) there 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 no government or other insurance covering solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the Sharesjurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions; and
(p) 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 (PointStar Entertainment Corp.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) the Shares have not been registered under the 1933 Act, or under any state securities or “blue or“blue sky” laws of any state of the United States, and are being offered only in a transaction not involving any involvingany public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined 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, 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 accordancewith the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant orpursuant 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 theShares under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Shares agreed to be tobe purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made otherwisemade by or on behalf of the Company and such decision is based entirely upon a review of information as provided by the Company (the “Company Information”)) which has been provided by the Company to the 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions askquestions of and receive answers from the Company regarding the issuance of the Shares (the “Offering”), and to obtain additional informationadditionalinformation, to the extent possessed or obtainable 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 inspectionforinspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours businesshours 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 's attorney and/or advisor(s);
(g) by execution hereof the Subscriber has waived the need for the Company to communicate tocommunicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and statementsand answers of the Subscriber contained in this AgreementSubscription Agreement and in the Questionnaire, and the Subscriber theSubscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber’s 's failure to correctly complete this AgreementSubscription Agreement or the Questionnaire;
(i) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective itsrespective directors, officers, employees, agents, advisors and shareholders from and against any and all lossallloss, 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 beunlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the CompanytheCompany;
(k) the Subscriber has been advised to consult its own legal, tax and other advisors with respect withrespect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions resalerestrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions;
(l) the Shares are not listed on any stock exchange or automated dealer quotation system and systemand no representation has been made to the Subscriber that any of the Shares will become listed on any stock anystock exchange or automated dealer quotation system, except that currently certain market makers make a market in shares of the Company on the Over the Counter Bulletin Board (“OTCBB”);
(m) neither the Securities and Exchange Commission (the “SEC”) SEC nor any other securities commission or similar regulatory authority has reviewed hasreviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state anystate securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted beenaccepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right theright to reject any Subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Ethos Environmental, Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares have not been or will be registered under 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 (as defined herein"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, Act and in each case only in accordance with any applicable state and provincial 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 ActAct or to qualify any of the Shares under any state or provincial securities laws;
(c) the Subscriber has received and carefully read this Subscription Agreement;
(d) 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievableCompany;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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);
(g) 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;
(hf) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, 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 's failure to correctly complete this Subscription Agreement;
(ig) 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 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 and he is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(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;
(j) the Company is a “private issuer” as that term is defined in the Securities Act (British Columbia), and as such, the securities of the Company are subject to restrictions on transfer. Accordingly, the 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;
(k) 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;
(m) no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
(n) there is no government or other insurance covering any of the Shares;
(o) 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;
(kp) the Subscriber has been advised to consult its own legal, tax statutory and other advisors with respect to regulatory basis for the merits exemption claimed for the offer 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits sale of the Shares;
(n) no documents , although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administrators;
(o) there is no government or other insurance covering any scheme to evade the registration provisions of the Shares1933 Act; and
(pq) 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 (Bioenergy Inc.)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein“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 will refuse to register any transfer of the Shares not made Subscriber acknowledges that, except as specifically provided in accordance with the provisions of Regulation Sthis Agreement, 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 Securities under the 1933 Act;
(c) the decision to execute this Agreement and acquire the 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;
(d) the decision to execute this Agreement and purchase acquire the Shares Unit 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 except as set forth in this Agreement, and such decision is based entirely upon the terms of this Agreement and a review of any public information as provided which has been filed by the Company on XXXXX, the internet database maintained by the Securities and Exchange Commission (the “Company Information”). If the Company has presented a business plan "SEC") or any other type of corporate profile to the Subscriberon SEDAR, the Subscriber acknowledges that internet data base maintained by the business planCanadian Securities Administrators, the corporate profile and any projections in compliance, or predictions contained in any such documents may not be achieved or be achievableintended compliance, with applicable securities legislation;
(e) 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 the Warrant Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(f) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fg) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney lawyer 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 pursuant to this Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement, Agreement and the Subscriber will hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from any loss or damage it or they may suffer as a result of the Subscriber’s '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 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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 none 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 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;
(l) the Shares 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 Shares Securities will become listed on any stock exchange or automated dealer quotation system; except that currently the common shares of the Company are quoted for trading on the National Association of Securities Dealers Inc.'s OTC Bulletin Board (the "OTCBB");
(k) the Company will refuse to register any transfer of the Offering 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 any other applicable securities laws;
(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) neither 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 Exchange 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
(n) 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 or Warrant Shares under the Securities Act (British Columbia) (the "B.C. Act"), the Securities Act (Ontario) (the “Ontario Act”) and National Instrument 45-102 adopted by the British Columbia Securities Commission (the "BCSC") and the Ontario Securities Commission (the “SECOSC”);
(o) the Company has advised the Subscriber that the Company is relying on one of the exemptions identified in the Canadian National Instrument 45-106, entitled "Prospectus and Registration Exemptions" ("NI 45-106"), promulgated under both the B.C. Act and the Ontario Act, and is therefore not required 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 and Ontario, 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 SharesSecurities;
(nq) no documents in connection with this Offering the sale of the Unit hereunder have been reviewed by the SEC or any state securities administrators;
(or) there is no government or other insurance covering any of the Shares; andSecurities;
(ps) 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 (Clearly Canadian Beverage Corp)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein"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 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any register, of the Shares Securities under the 1933 Act;
(c) by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an "Accredited Investor", as the term is defined in National Instrument 45-106 adopted by the British Columbia Securities Commission;
(d) the decision to execute this Agreement and purchase acquire the Shares agreed to be purchased 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 as provided which has been filed by the Company with the United States Securities and Exchange Commission, the British Columbia Securities Commission and in compliance, or intended compliance, with applicable securities legislation (collectively, the “Company Information”"Public Record"). If ;
(e) 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 any projections or predictions contained in any such documents plan may not be achieved or be achievable;
(ef) the Subscriber acknowledges having received and reviewed certain materials concerning the Company;
(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) then are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record and the risk factors as detailed in Exhibit B, and the Subscriber acknowledges such risks by signing the Risk Acknowledgement attached as Exhibit C;
(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 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;
(l) 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 Units; provided, however, that the Subscriber may sell or otherwise dispose of any of the Units pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(m) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fn) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(io) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, 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;
(jp) the issuance and sale of Securities will become listed on 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 CompanyOTC Bulletin Board;
(kq) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Units under the B.C. Act and National lnstrument 45-102 adopted by the British Columbia Securities Commission;
(r) the Company will refuse to register any transfer of the Units 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;
(s) 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; and
(t) the Subscriber (or others for whom it is contracting hereunder) 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 Securities and with respect to applicable resale restrictions and applicable tax considerations, and it (or others for whom it is contracting under) 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;
(ii) applicable resale restrictions;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(piii) applicable tax legislation;
(u) 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 (Netco Investments Inc)
Acknowledgements of Subscriber. 3.1 4.1 The Subscriber acknowledges and agrees that:
(a) the Shares have not been registered under 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 to U.S. Persons (as defined 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, 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;
(d) the decision to execute this 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 and such decision is based upon a review of information as provided by the Company (the “Company Information”). 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 any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the issuance of the Shares (the “Offering”), and to obtain additional information, to the extent possessed or obtainable 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 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);
(g) 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;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this AgreementAgreement 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 AgreementAgreement 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 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;
(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 become listed on any stock exchange or automated dealer quotation system;
(m) neither the Securities and Exchange Commission (the “SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(n) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(o) there is no government or other insurance covering any of the Shares; and
(p) 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 1 contract
Samples: Private Placement Subscription Agreement (Fundstech Corp)
Acknowledgements of Subscriber. 3.1 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Shares Securities have not been registered under 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 (as defined herein"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 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) Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares Securities under the 1933 Act;
(dc) the decision to execute this Agreement and purchase acquire the Shares agreed to be purchased 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 upon a review of information as provided by the Company Company;
(the “Company Information”). If d) 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 any projections or predictions contained in any such documents 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;
(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, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering 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 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the issuance distribution of the Shares (the “Offering”)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 contained in about the Company Information, or any business plan, corporate profile or any other document provided to the SubscriberCompany;
(fj) 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 business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney 's lawyer 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 pursuant to this Agreement;
(h) 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 may suffer as a result of the Subscriber’s failure to correctly complete this Agreement;
(ik) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders 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, herein or in any other document furnished by the Subscriber to the Company in connection herewith, 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;
(jl) the issuance and sale none 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 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;
(l) the Shares 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 Shares Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(m) neither the Securities Company will refuse to register any transfer of the Offering 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 Exchange Commission (the “SEC”) nor in accordance with any other applicable securities commission or similar regulatory authority has reviewed or passed on the merits of the Shareslaws;
(n) no documents the statutory and regulatory basis for the exemption claimed for the offer Securities, although in connection technical compliance with this Offering have been reviewed by Regulation S, would not be available if the SEC offering is part of a plan or any state securities administratorsscheme to evade the registration provisions of the 1933 Act;
(o) there 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 no government or other insurance covering solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the Sharesjurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions; and
(p) 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 (Asia Broadband Inc)
