Acknowledgements of Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each principal for which it is acting as an agent) that: (a) this subscription is subject to rejection or reduction by the Company, in whole or in part, at any time prior to the Closing; (b) the Securities are being offered for sale only on a ‘private placement’ basis and the Company has advised the Subscriber that the Company is relying on exemptions (and such sales are conditional upon the existence of such exemptions or the receipt of such orders, consents and approvals as are necessary to make such sales exempt) from the requirements to provide the Subscriber with a prospectus or offering memorandum and to sell securities through a person registered to sell securities under applicable Canadian securities legislation (together with the respective regulations, rules, policies, instruments and orders thereunder, the “Canadian Securities Legislation”) and similar legislation, regulations, rules, policies, instruments and orders outside of Canada and, as a consequence of acquiring the 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; (c) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (d) there is no government or other insurance covering the Securities; (e) there are risks associated with the purchase of the Securities; (f) there are restrictions on the Subscriber’s ability to resell the Securities and Warrant Shares and (i) it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities, and Warrant Shares, (ii) it may not be possible to liquidate the Subscriber’s investment readily in case of any emergency, and (iii) pursuant to the Resale Instrument and any applicable policy of the Exchange, the Securities and Warrant Shares will be subject to restrictions on transfer for a period of four months from the Closing Date and legend(s) will be placed upon the certificates representing such securities to that effect; (g) the certificates representing any of the Securities and Warrant Shares (and all certificates issued in exchange therefor or in substitution thereof) shall bear, upon the issuance thereof, and until such time as no longer required under the Resale Instrument or Exchange policy, the following legend: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE !, 2011. [Date will be the first day after the four month anniversary of Closing] (h) the Warrants are not, and will not be, listed or traded on any stock exchange or quoted on any trade or other securities quotation or reporting system; (i) there may be material tax or legal consequences to the Subscriber of the acquisition or disposition of any of the Securities, or exercise of the Warrants and disposition of Warrant Shares, the Company is not giving any opinion nor making any representation with respect to the tax or legal consequences to the Subscriber thereof, the Subscriber is solely responsible for obtaining such legal, tax and other advice as is appropriate in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereunder and the Company’s legal counsel is acting solely for the Company in connection with the Private Placement and the Subscriber may not rely upon such counsel in connection with the Private Placement; (j) the Company has not provided any offering memorandum, prospectus, disclosure statement, registration statement or similar documents to the Subscriber; (k) the Subscriber is aware that information filed by the Company with the various Canadian securities commissions, including the Company’s most recent audited annual and unaudited interim financial statements (collectively the “Financial Statements”), is available on the System for Electronic Document Analysis and Retrieval (SEDAR) website at www. xxxxx.xxx, (together with the Company’s website, excluding any third party information thereon or connected thereto, the “Public Record”); (l) neither the Company nor any other person has made any oral or written representation that any person will re-sell or re-purchase the Securities, or refund any of the purchase price of the Securities, or that the Securities or Warrant Shares will be listed on any exchange or quoted on any quotation and trade reporting system, and neither the Company nor any other person has given any undertaking or made any representation or warranty to the Subscriber relating to the future value or price of the Securities; (m) the Company is entitled to rely on the statements and answers of the Subscriber contained in this Agreement and in the schedules to this Agreement and the Subscriber will hold the Company harmless from any loss or damage they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement and such schedules; (n) 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; (o) the Company may complete additional financings in the future (which may be completed a price per security lower than that paid by the Subscriber hereunder) in order to develop its current or proposed business, there is no assurance that such financings will be available or, if available, that they will be on reasonable terms, any such future financings may have a dilutive effect on current security holders, including the Subscriber, and if such future financings are not available, the Company may be unable to fund its ongoing development which could result in the failure of its business; (p) pending the approval of the Private Placement by all securities regulatory authorities having jurisdiction and the Closing, the Subscription Funds shall be held in escrow by the Company and any interest earned thereon shall be for the account of the Company regardless of whether the Private Placement is approved by such regulatory authorities and should such regulatory authorities not approve the Private Placement, the Subscription Funds shall be promptly repaid to the Subscriber without interest or deduction; (q) there are not any minimum gross proceeds that must be received by the Company before it may elect to carry out the Closing and the Subscriber could be the only purchaser of Securities under the Placement; (r) the Securities and Warrant Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or under any state securities or ‘blue sky’ laws, and the Company has no obligation or present intention of filing a registration statement in respect of the Securities and Warrant Shares under the 1933 Act or under any state securities or ‘blue sky’ laws; (s) the Securities and Warrant Shares will be ‘restricted securities’ under the 1933 Act since they are being purchased from the Company in a transaction not involving a public offering and, therefore, cannot be offered or sold in the United States of America without registration under the 1933 Act and the securities laws of all applicable states of the United States of America, unless an exemption from registration is available; (t) the Company has the right to instruct its transfer agent not to record a transfer of the Securities and Warrant Shares by any person in the United States of America without first being notified by the Company that it is satisfied that such transfer is exempt from, or not subject to, registration under the 1933 Act and applicable state securities laws; (u) the Financial Statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”), which differs in some respects from United States of America GAAP, and thus may not be comparable to financial statements of United States of America companies.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Eurasian Minerals Inc)
Acknowledgements of Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each principal for which it is acting as an agent) that:
(a) this subscription is subject to rejection or reduction by the Company, in whole or in part, at any time prior to the Closing;
(b) the Securities are being offered for sale only on a ‘private placement’ basis and the Company has advised the Subscriber that the Company is relying on exemptions (and such sales are conditional upon the existence of such exemptions or the receipt of such orders, consents and approvals as are necessary to make such sales exempt) from the requirements to provide the Subscriber with a prospectus or offering memorandum and to sell securities through a person registered to sell securities under applicable Canadian securities legislation (together with the respective regulations, rules, policies, instruments and orders thereunder, the “Canadian Securities Legislation”) and similar legislation, regulations, rules, policies, instruments and orders outside of Canada and, as a consequence of acquiring the 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;
(c) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(d) there is no government or other insurance covering the Securities;
(e) there are risks associated with the purchase of the Securities;
(f) there are restrictions on the Subscriber’s ability to resell the Securities and Warrant Shares and
(i) it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities, and Warrant Shares,
(ii) it may not be possible to liquidate the Subscriber’s investment readily in case of any emergency, and
(iii) pursuant to the Resale Instrument and any applicable policy of the Exchange, the Securities and Warrant Shares will be subject to restrictions on transfer for a period of four months from the Closing Date and legend(s) will be placed upon the certificates representing such securities to that effect;
(g) the certificates representing any of the Securities and Warrant Shares (and all certificates issued in exchange therefor or in substitution thereof) shall bear, upon the issuance thereof, and until such time as no longer required under the Resale Instrument or Exchange policy, the following legend: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE !, 2011. [Date will be the first day after the four month anniversary of Closing]
(h) the Warrants are not, and will not be, listed or traded on any stock exchange or quoted on any trade or other securities quotation or reporting system;
(i) there may be material tax or legal consequences to the Subscriber of the acquisition or disposition of any of the Securities, or exercise of the Warrants and disposition of Warrant Shares, the Company is not giving any opinion nor making any representation with respect to the tax or legal consequences to the Subscriber thereof, the Subscriber is solely responsible for obtaining such legal, tax and other advice as is appropriate in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereunder and the Company’s legal counsel is acting solely for the Company in connection with the Private Placement and the Subscriber may not rely upon such counsel in connection with the Private Placement;
(j) the Company has not provided any offering memorandum, prospectus, disclosure statement, registration statement or similar documents to the Subscriber;
(k) the Subscriber is aware that information filed by the Company with the various Canadian securities commissions, including the Company’s most recent audited annual and unaudited interim financial statements (collectively the “Financial Statements”), is available on the System for Electronic Document Analysis and Retrieval (SEDAR) website at www. xxxxx.xxx, (together with the Company’s website, excluding any third party information thereon or connected thereto, the “Public Record”);
(l) neither the Company nor any other person has made any oral or written representation that any person will re-sell or re-purchase the Securities, or refund any of the purchase price of the Securities, or that the Securities or Warrant Shares will be listed on any exchange or quoted on any quotation and trade reporting system, and neither the Company nor any other person has given any undertaking or made any representation or warranty to the Subscriber relating to the future value or price of the Securities;
(m) the Company is entitled to rely on the statements and answers of the Subscriber contained in this Agreement and in the schedules to this Agreement and the Subscriber will hold the Company harmless from any loss or damage they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement and such schedules;
(n) 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;
(o) the Company may complete additional financings in the future (which may be completed a price per security lower than that paid by the Subscriber hereunder) in order to develop its current or proposed business, there is no assurance that such financings will be available or, if available, that they will be on reasonable terms, any such future financings may have a dilutive effect on current security holders, including the Subscriber, and if such future financings are not available, the Company may be unable to fund its ongoing development which could result in the failure of its business;
(p) pending the approval of the Private Placement by all securities regulatory authorities having jurisdiction and the Closing, the Subscription Funds shall be held in escrow by the Company and any interest earned thereon shall be for the account of the Company regardless of whether the Private Placement is approved by such regulatory authorities and should such regulatory authorities not approve the Private Placement, the Subscription Funds shall be promptly repaid to the Subscriber without interest or deduction;
(q) there are not any minimum gross proceeds that must be received by the Company before it may elect to carry out the Closing and the Subscriber could be the only purchaser of Securities under the Placement;
(r) the Securities and Warrant Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or under any state securities or ‘blue sky’ laws, and the Company has no obligation or present intention of filing a registration statement in respect of the Securities and Warrant Shares under the 1933 Act or under any state securities or ‘blue sky’ laws;
(s) the Securities and Warrant Shares will be ‘restricted securities’ under the 1933 Act since they are being purchased from the Company in a transaction not involving a public offering and, therefore, cannot be offered or sold in the United States of America without registration under the 1933 Act and the securities laws of all applicable states of the United States of America, unless an exemption from registration is available;
(t) the Company has the right to instruct its transfer agent not to record a transfer of the Securities and Warrant Shares by any person in the United States of America without first being notified by the Company that it is satisfied that such transfer is exempt from, or not subject to, registration under the 1933 Act and applicable state securities laws;
(u) the Financial Statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”), which differs in some respects from United States of America GAAP, and thus may not be comparable to financial statements of United States of America companies.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Eurasian Minerals Inc)
Acknowledgements of Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each principal for which it is acting as an agent) that:
(a) this subscription is subject to rejection or reduction by the Company, in whole or in part, at any time prior to the Closing;
(b) the Securities are being offered for sale only on a ‘private placement’ basis and the Company has advised the Subscriber that the Company is relying on exemptions (and such sales are conditional upon the existence of such exemptions or the receipt of such orders, consents and approvals as are necessary to make such sales exempt) from the requirements to provide the Subscriber with a prospectus or offering memorandum and to sell securities through a person registered to sell securities under applicable Canadian securities legislation (together with the respective regulations, rules, policies, instruments and orders thereunder, the “Canadian Securities Legislation”) and similar legislation, regulations, rules, policies, instruments and orders outside of Canada and, as a consequence of acquiring the 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;
(c) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(d) there is no government or other insurance covering the Securities;
(e) there are risks associated with the purchase of the Securities;
(f) there are restrictions on the Subscriber’s ability to resell the Securities and Warrant Shares and
(i) it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities, and Warrant Shares,
(ii) it may not be possible to liquidate the Subscriber’s investment readily in case of any emergency, and
(iii) pursuant to the Resale Instrument and any applicable policy of the Exchange, the Securities and Warrant Shares will be subject to restrictions on transfer for a period of four months from the Closing Date and legend(s) will be placed upon the certificates representing such securities to that effect;
(g) the certificates representing any of the Securities and Warrant Shares (and all certificates issued in exchange therefor or in substitution thereof) shall bear, upon the issuance thereof, and until such time as no longer required under the Resale Instrument or Exchange policy, the following legend: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE !, 2011. [Date will be the first day after the four month anniversary of Closing]
(h) the Warrants are not, and will not be, listed or traded on any stock exchange or quoted on any trade or other securities quotation or reporting system;
(i) there may be material tax or legal consequences to the Subscriber of the acquisition or disposition of any of the Securities, or exercise of the Warrants and disposition of Warrant Shares, the Company is not giving any opinion nor making any representation with respect to the tax or legal consequences to the Subscriber thereof, the Subscriber is solely responsible for obtaining such legal, tax and other advice as is appropriate in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereunder and the Company’s legal counsel is acting solely for the Company in connection with the Private Placement and the Subscriber may not rely upon such counsel in connection with the Private Placement;
(j) the Company has not provided any offering memorandum, prospectus, disclosure statement, registration statement or similar documents to the Subscriber;
(k) the Subscriber is aware that information filed by the Company with the various Canadian securities commissions, including the Company’s most recent audited annual and unaudited interim financial statements (collectively the “Financial Statements”), is available on the System for Electronic Document Analysis and Retrieval (SEDAR) website at www. xxxxx.xxx, (together with the Company’s website, excluding any third party information thereon or connected thereto, the “Public Record”);
(l) neither the Company nor any other person has made any oral or written representation that any person will re-sell or re-purchase the Securities, or refund any of the purchase price of the Securities, or that the Securities or Warrant Shares will be listed on any exchange or quoted on any quotation and trade reporting system, and neither the Company nor any other person has given any undertaking or made any representation or warranty to the Subscriber relating to the future value or price of the Securities;
(m) the Company is entitled to rely on the statements and answers of the Subscriber contained in this Agreement and in the schedules to this Agreement and the Subscriber will hold the Company harmless from any loss or damage they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement and such schedules;
(n) 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;
(o) the Company may complete additional financings in the future (which may be completed a price per security lower than that paid by the Subscriber hereunder) in order to develop its current or proposed business, there is no assurance that such financings will be available or, if available, that they will be on reasonable terms, any such future financings may have a dilutive effect on current security holders, including the Subscriber, and if such future financings are not available, the Company may be unable to fund its ongoing development which could result in the failure of its business;
(p) pending the approval of the Private Placement by all securities regulatory authorities having jurisdiction and the Closing, the Subscription Funds shall be held in escrow by the Company and any interest earned thereon shall be for the account of the Company regardless of whether the Private Placement is approved by such regulatory authorities and should such regulatory authorities not approve the Private Placement, the Subscription Funds shall be promptly repaid to the Subscriber without interest or deduction;
(q) there are not any minimum gross proceeds that must be received by the Company before it may elect to carry out the Closing and the Subscriber could be the only purchaser of Securities under the Placement;
(r) the Securities and Warrant Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or under any state securities or ‘blue sky’ laws, and the Company has no obligation or present intention of filing a registration statement in respect of the Securities and Warrant Shares under the 1933 Act or under any state securities or ‘blue sky’ laws;
(s) the Securities and Warrant Shares will be ‘restricted securities’ under the 1933 Act since they are being purchased from the Company in a transaction not involving a public offering and, therefore, cannot be offered or sold in the United States of America without registration under the 1933 Act and the securities laws of all applicable states of the United States of America, unless an exemption from registration is available;
(t) the Company has the right to instruct its transfer agent not to record a transfer of the Securities and Warrant Shares by any person in the United States of America without first being notified by the Company that it is satisfied that such transfer is exempt from, or not subject to, registration under the 1933 Act and applicable state securities laws;
(u) the Financial Statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”), which differs in some respects from United States of America GAAP, and thus may not be comparable to financial statements of United States of America companies.
Appears in 1 contract
Acknowledgements of Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each principal for which it is acting as an agent) that:
(a) this subscription is subject to rejection or reduction by the Company, in whole or in part, at any time prior to the Closing;
(b) the Securities Units are being offered for sale only on a ‘private placement’ basis and the Company has advised the Subscriber that the Company is relying on exemptions (and such sales are conditional upon the existence of such exemptions or the receipt of such orders, consents and approvals as are necessary to make such sales exempt) from the requirements to provide the Subscriber with a prospectus or offering memorandum and to sell securities through a person registered to sell securities under applicable Canadian securities legislation (together with the respective regulations, rules, policies, instruments and orders thereunder, the “Canadian Securities Legislation”) and similar legislation, regulations, rules, policies, instruments and orders outside of Canada and, as a consequence of acquiring the Securities 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;
(c) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(d) there is no government or other insurance covering the Securities;
(e) there are risks associated with the purchase of the Securities;
(f) there are restrictions on the Subscriber’s ability to resell the Securities and Warrant Shares and
(i) it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities, and Warrant Shares,
(ii) it may not be possible to liquidate the Subscriber’s investment readily in case of any emergency, and
(iii) pursuant to the Resale Instrument and any applicable policy of the Exchange, the Securities and Warrant Shares will be subject to restrictions on transfer for a period of four months from the Closing Date and legend(s) will be placed upon the certificates representing such securities the Securities to that effect;
(g) the certificates representing any of the Securities Shares and Warrant Shares (and all certificates issued in exchange therefor or in substitution thereof) shall bear, upon the issuance thereof, and until such time as the same is no longer required under the Resale Instrument or Exchange policyapplicable Securities Legislation, the following legend: legend(s): NI 45-102 Legend UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE !, 2011. •. [Date will be the first day after the four month anniversary of Closing]] TSX Legend THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”), HOWEVER, THE SAID SECURITIES CAN NOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.
(h) the Warrants are not, and will not be, listed or traded on any stock exchange or quoted on any trade or other securities quotation or reporting system;
(i) there may be material tax or legal consequences to the Subscriber of the acquisition an acquisition, disposition or disposition exercise of any of the Securities, or exercise of the Warrants and disposition of Warrant Shares, the Company is not giving any opinion nor making any representation with respect to the tax or legal consequences to the Subscriber thereof, the Subscriber is solely responsible for obtaining such legal, tax and other advice as is appropriate in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereunder and the Company’s legal counsel counsel, Northwest Law Group, is acting solely for the Company in connection with the Private Placement and the Subscriber may not rely upon such counsel in connection with the Private Placement;
(ji) the Company has not provided any offering memorandum, prospectus, disclosure statement, statement or registration statement or similar documents to the Subscriber;
(k) Subscriber but the Subscriber is aware that information filed by the Company with the various Canadian securities commissionscommissions is available on the System for Electronic Document Analysis and Retrieval (SEDAR) website at xxx.xxxxx.xxx, and the Exchange’s website (collectively, the “Public Record”), including the Company’s most recent audited annual and unaudited interim financial statements (collectively the “Financial Statements”), is available on the System for Electronic Document Analysis and Retrieval (SEDAR) website at www. xxxxx.xxx, (together with the Company’s website, excluding any third party information thereon or connected thereto, the “Public Record”);
(lj) neither the Company nor any other person has made any oral or written representation that any person will re-sell or re-purchase the SecuritiesUnits, or refund any of the purchase price of the SecuritiesUnits, or that the Securities or Warrant Shares Company’s shares will be listed on any exchange or quoted on any quotation and trade reporting system, and neither the Company nor any other person has given any undertaking or made any representation or warranty to the Subscriber relating to the future value or price of the Securities;
(mk) although a finder (a “Finder”) might have introduced the Subscriber to the Company and the Finder and its directors, officers, employees, agents and representatives may hold ownership positions in the Company’s securities, neither the Finder nor any of its directors, officers, employees, agents and representatives have
(i) any responsibility or liability of any nature whatsoever for the accuracy or adequacy of the information contained in this Agreement, the Public Record or any other publicly available information concerning the Company or as to whether all information concerning the Company required to be disclosed by it has generally been disclosed, or
(ii) engaged in any independent investigation or verification with respect to this subscription or any such information, and they are released from any claims that may arise in respect of this Agreement, except those arising from their wilful act or negligence;
(l) the Company is entitled to rely on the statements and answers of the Subscriber contained in this Agreement and in the schedules Schedules to this Agreement and the Subscriber will hold the Company and any Finder harmless from any loss or damage they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement and such schedulesSchedules;
(nm) 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;
(on) the Company may complete additional financings in the future (which may be completed a price per security lower than that paid by the Subscriber hereunder) in order to develop its current or proposed business, there is no assurance that such financings will be available or, if available, that they will be on reasonable terms, any such future financings may have a dilutive effect on current security holders, including the Subscriber, and if such future financings are not available, the Company may be unable to fund its ongoing development which could result in the failure of its business;
(po) pending the approval of the Private Placement by all securities regulatory authorities having jurisdiction and the Closing, the Subscription Funds shall be held in escrow trust by the Company Company’s legal counsel, Northwest Law Group, and any interest earned thereon shall be for the account of the Company regardless of whether the Private Placement is approved by such regulatory authorities and should authorities. Should such regulatory authorities not approve the Private Placement, the Subscription Funds shall be promptly repaid to the Subscriber without interest or deduction;
(qp) there are not any minimum gross proceeds that must be received by the Company before it may elect to carry out the Closing and the Subscriber could be the only purchaser of Securities Units under the Placement;
(rq) the Securities and Warrant Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or under any state securities or ‘blue sky’ laws, and the Company has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Securities and Warrant Shares under the 1933 Act or under any state securities or ‘blue sky’ laws;Securities; and
(sr) the Securities and Warrant Shares will be ‘restricted securities’ under the 1933 Act since they are being purchased acquired from the Company in a transaction not involving a public offering and, therefore, cannot be offered or sold in the United States of America without registration under the 1933 Act and the securities laws of all applicable states of the United States of America, unless an exemption from registration is available;
(t) the Company has the right to instruct its transfer agent not to record a transfer of the Securities and Warrant Shares by any person in the United States of America without first being notified by the Company that it is satisfied that such transfer is exempt from, or not subject to, registration under the 1933 Act and applicable state securities laws;
(u) the Financial Statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”), which differs in some respects from United States of America GAAP, and thus may not be comparable to financial statements of United States of America companies.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Silvermex Resources Inc)
Acknowledgements of Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each principal for which it is acting as an agent) that:
(a) this subscription is subject to rejection or reduction by the Company, in whole or in part, at any time prior to the Closing;
(b) the Securities are being offered for sale only on a ‘private placement’ basis and the Company has advised the Subscriber that the Company is relying on exemptions (and such sales are conditional upon the existence of such exemptions or the receipt of such orders, consents and approvals as are necessary to make such sales exempt) from the requirements to provide the Subscriber with a prospectus or offering memorandum and to sell securities through a person registered to sell securities under applicable Canadian securities legislation (together with the respective regulations, rules, policies, instruments and orders thereunder, the “Canadian Securities Legislation”) and similar legislation, regulations, rules, policies, instruments and orders outside of Canada and, as a consequence of acquiring the 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;
(c) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(d) there is no government or other insurance covering the Securities;
(e) there are risks associated with the purchase of the Securities;
(f) there are restrictions on the Subscriber’s ability to resell the Securities and Warrant Shares and
(i) it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities, Securities and Warrant Shares,
(ii) it may not be possible to liquidate the Subscriber’s investment readily in case of any emergency, and
(iii) pursuant to the Resale Instrument and any applicable policy of the Exchange, the Securities and Warrant Shares will be subject to restrictions on transfer for a period of four months from the Closing Date and legend(s) will be placed upon the certificates representing such securities to that effect;
(g) the certificates representing any of the Securities and Warrant Shares (and all certificates issued in exchange therefor or in substitution thereof) shall bear, upon the issuance thereof, and until such time as no longer required under the Resale Instrument or Exchange policy, the following legend: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE !, 2011. [Date will be the first day after the four month anniversary of Closing]
(h) ] and, if required by the Warrants are not, and will not be, listed or traded on any stock exchange or quoted on any trade or other securities quotation or reporting system;
(i) there may be material tax or legal consequences to the Subscriber of the acquisition or disposition of any of the Securities, or exercise of the Warrants and disposition of Warrant SharesExchange’s policies, the Company is not giving any opinion nor making any representation with respect to the tax or legal consequences to the Subscriber thereoffollowing legend: WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, the Subscriber is solely responsible for obtaining such legal, tax THE SECURITIES REPRESENTED BY THIS CERTIFICATE [and other advice as is appropriate in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereunder and the Company’s legal counsel is acting solely for the Company in connection with the Private Placement and the Subscriber may not rely upon such counsel in connection with the Private Placement;
(j) the Company has not provided any offering memorandumWarrants: AND ANY SECURITIES ISSUED ON THE EXERCISE OF SUCH SECURITIES] MAY NOT BE SOLD, prospectusTRANSFERRED, disclosure statement, registration statement or similar documents to the Subscriber;
(k) the Subscriber is aware that information filed by the Company with the various Canadian securities commissions, including the Company’s most recent audited annual and unaudited interim financial statements (collectively the “Financial Statements”), is available on the System for Electronic Document Analysis and Retrieval (SEDAR) website at wwwHYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL !. xxxxx.xxx, (together with the Company’s website, excluding any third party information thereon or connected thereto, the “Public Record”);
(l) neither the Company nor any other person has made any oral or written representation that any person will re-sell or re-purchase the Securities, or refund any of the purchase price of the Securities, or that the Securities or Warrant Shares [Date will be listed on any exchange or quoted on any quotation and trade reporting system, and neither the Company nor any other person has given any undertaking or made any representation or warranty to first day after the Subscriber relating to the future value or price four month anniversary of the Securities;
(m) the Company is entitled to rely on the statements and answers of the Subscriber contained in this Agreement and in the schedules to this Agreement and the Subscriber will hold the Company harmless from any loss or damage they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement and such schedules;
(n) 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;
(o) the Company may complete additional financings in the future (which may be completed a price per security lower than that paid by the Subscriber hereunder) in order to develop its current or proposed business, there is no assurance that such financings will be available or, if available, that they will be on reasonable terms, any such future financings may have a dilutive effect on current security holders, including the Subscriber, and if such future financings are not available, the Company may be unable to fund its ongoing development which could result in the failure of its business;
(p) pending the approval of the Private Placement by all securities regulatory authorities having jurisdiction and the Closing, the Subscription Funds shall be held in escrow by the Company and any interest earned thereon shall be for the account of the Company regardless of whether the Private Placement is approved by such regulatory authorities and should such regulatory authorities not approve the Private Placement, the Subscription Funds shall be promptly repaid to the Subscriber without interest or deduction;
(q) there are not any minimum gross proceeds that must be received by the Company before it may elect to carry out the Closing and the Subscriber could be the only purchaser of Securities under the Placement;
(r) the Securities and Warrant Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or under any state securities or ‘blue sky’ laws, and the Company has no obligation or present intention of filing a registration statement in respect of the Securities and Warrant Shares under the 1933 Act or under any state securities or ‘blue sky’ laws;
(s) the Securities and Warrant Shares will be ‘restricted securities’ under the 1933 Act since they are being purchased from the Company in a transaction not involving a public offering and, therefore, cannot be offered or sold in the United States of America without registration under the 1933 Act and the securities laws of all applicable states of the United States of America, unless an exemption from registration is available;
(t) the Company has the right to instruct its transfer agent not to record a transfer of the Securities and Warrant Shares by any person in the United States of America without first being notified by the Company that it is satisfied that such transfer is exempt from, or not subject to, registration under the 1933 Act and applicable state securities laws;
(u) the Financial Statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”), which differs in some respects from United States of America GAAP, and thus may not be comparable to financial statements of United States of America companies.]
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Eurasian Minerals Inc)
