Acknowledgements of the Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:
(a) this subscription is subject to rejection or acceptance by the Corporation in whole or in part, and is effective only upon acceptance by the Corporation;
(b) the Notes subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation of up to 100,000,000 Notes at a subscription price of $1.00 per $1.00 principal amount of a Note;
(c) the Corporation reserves the right, as allowed by applicable securities legislation, to retain registered dealers and, where permitted in the Northwest Exemption Jurisdictions, unregistered market participants (collectively, the “Selling Agents”) to help effect sales of the Notes;
(d) No compensation will be paid to any Selling Agent from the proceeds received by the Corporation in connection with the sale of the Notes. The entire Subscription Amount will be used to purchase Notes which, in turn, will be used by the Corporation to purchase corresponding Purchased Trust Notes as described in the Term Sheet. The Corporation is entitled to pay to Selling Agents, from sources other than the Subscription Amount received from a Subscriber, a selling fee equal to a maximum 2.00% of the gross proceeds raised from the sale of the Series W1 Notes. Particulars of the selling fee structure can be provided upon request to Subscribers separately by their respective Selling Agent.
(e) although there is a $10,000.00 minimum investment amount per Subscriber, the Offering is not subject to a minimum offering amount. You may be the only Subscriber under this Offering; and
(f) the Subscriber is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement.
Acknowledgements of the Subscriber. Subscriber acknowledges and agrees that:
(a) It has not received an offering memorandum or similar document and that its decision to enter into this subscription agreement and to purchase the Purchased Units has not been made upon any verbal or written representation as to fact or otherwise made by the Corporation or any other person associated therewith and that its decision is based entirely upon publicly available information concerning the Corporation and the representations of the Corporation contained herein, including the documents delivered in connection herewith.
(b) The distribution of the Purchased Units is being made on a private placement basis and has not been qualified pursuant to the securities laws of any province or territory of Canada, and any transaction involving the Purchased Units in any province or territory of Canada may constitute a violation of applicable Canadian provincial securities legislation unless carried out pursuant to an applicable exemption therefrom.
(c) It has been independently advised or is otherwise aware that any resale of the Purchased Securities is subject to certain resale restrictions provided for in certain securities legislation of the provinces and territories of Canada. The Purchased Securities are subject to statutory "hold periods" during which they may not be resold, except pursuant to a further statutory exemption from the applicable prospectus and distribution requirements under securities legislation, or unless an appropriate discretionary order is obtained pursuant to applicable security laws. It has been advised and afforded the full opportunity to consult with its own legal and other professional advisors in connection with any applicable re-sale restrictions.
(d) It has been independently advised that the Purchased Units are being offered for sale only on a "private placement" basis and that the sale and delivery of the Purchased Securities underlying the Purchased Units to the Subscriber is conditional upon such sale being exempt from the requirement to file a prospectus under any applicable law governing the sale of such securities or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus.
(e) It has further been independently advised as to applicable resale restrictions in the jurisdiction in which it resides, confirms that no representation has been made to it by or on behalf of the Corporation with respec...
Acknowledgements of the Subscriber. The Subscriber, on its own behalf and on behalf of any disclosed principal for whom the Subscriber is contracting under this Subscription Agreement, hereby acknowledges and agrees that:
(a) acknowledges that the offer made by this Subscription Agreement is irrevocable and requires acceptance by the Manager;
(b) an investment in Units is not without risk and the Subscriber may lose his, her or its entire investment;
(c) acknowledges that there is no market for the Units, and that their transfer or resale is subject to certain restrictions pursuant to Declaration of Trust and Applicable Securities Laws;
(d) agrees that the Subscriber’s representations and warranties contained in Section 5 of this Subscription Agreement and the applicable schedules hereto must be true and correct at the closing as if made at such time and date having given effect to the transactions contemplated by this Subscription Agreement;
(e) acknowledges that the Units have not been and will not be registered under the United States
(f) acknowledges that the Subscriber has been advised to consult its own legal, investment and tax advisors with respect to the execution, delivery and performance by the Subscriber of this Subscription Agreement and the transactions contemplated hereby, the merits and risks of investment in the Units and applicable resale restrictions;
(g) the Subscriber understands that, if required by Applicable Securities Laws a report of the sale of the Units will be filed with the appropriate securities regulatory authority. The Subscriber hereby acknowledges that pursuant to such a report, the Fund may be obligated to disclose, among other things, the identity of the Subscriber and the particulars of the Subscriber’s holdings in the Fund. The Subscriber hereby consents to such disclosure;
(h) acknowledges that no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Units;
(i) the Subscriber understands that (i) there is no right to demand any distribution from the Fund, other than by redemption of Units pursuant to the terms and procedures and subject to the restrictions described in the Offering Memorandum; (ii) it is not anticipated that there will be any public market for the Units; and (iii) it may not be possible to sell or dispose of the Units;
(j) the ...
Acknowledgements of the Subscriber. 7.1 The Subscriber acknowledges that:
(a) none of the Shares have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons 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; CYBER INFORMATIX, INC.
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
(c) the Subscriber has received and carefully read this Agreement;
(d) there is no market for any Shares that may be issued to the Subscriber pursuant to acceptance of this Subscription (in whole or in part) and that no market for such Shares may ever exist;
(e) the Company is a “private issuer” as that term is defined in the Saskatchewan Act 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 Company’s Board of Directors, which consent is at the sole discretion of the Directors; and
(ii) there are restrictions on the number of shareholders of the Company;
(f) in addition to any restrictions imposed pursuant to paragraph 7.1(e) above, any transfer, resale or other subsequent disposition of the Shares may be subject to restrictions contained in securities legislation applicable to the holder of the Shares or to the proposed transferee, including, but not limited to, resale restrictions under the 1933 Act, the Saskatchewan Act. The Company is not a reporting issuer in any province or territory of Canada and, accordingly, any hold periods applicable to holders resident in Canada may never expire. As such, the Shares may be subject to restrictions on resale for an indefinite period of time;
(g) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Shares hereunder have been made available for inspection by the Subscriber, the Subs...
Acknowledgements of the Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:
(a) this subscription is subject to rejection or acceptance by the Corporation in whole or in part, and is effective only upon acceptance by the Corporation;
(b) the Units subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation of Flow-Through Shares at a subscription price of $0.45 per Flow-Through Share and Units at a subscription price of $0.38 per Unit (the "Offering");
(c) the Corporation reserves the right to pay a commission to eligible persons in the amount of up to 7% of the gross proceeds of the Offering in cash and 7% of the aggregate number of Units and Flow-Through Shares sold under the Offering in Finder’s Warrants;
(d) the Subscriber is responsible for obtaining such legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement; and
(e) the investment in the Units is a risky investment and, as a result, the Subscriber may lose its entire investment.
Acknowledgements of the Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:
(a) this subscription is subject to rejection or acceptance by the Corporation in whole or in part, and is effective only upon acceptance by the Corporation;
(b) the Units subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation of Units at a subscription price of $0.055 per Unit (the "Offering");
(c) the Subscriber is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the Subscriber further acknowledges that the Corporation's counsel is acting as counsel to the Corporation and not as counsel to the Subscriber; and
(d) there are risks associated with an investment in the Units and, as a result, the Subscriber may lose its entire investment.
Acknowledgements of the Subscriber. The Subscriber acknowledges on its own behalf and, if applicable, on behalf of each Disclosed Principal that:
(a) the Units subscribed for hereunder form part of a larger and ongoing continuous issuance and sale;
(b) this subscription is subject to rejection or acceptance by the Manager, in the case of the Trust, and by the General Partner, in the case of the Partnership, in whole or in part, and the Manager and the General Partner, as applicable, reserve the right to close the Offering in multiple tranches and the Funds shall be entitled to use the subscription proceeds at the discretion of the Manager, in the case of the Trust, or the General Partner, in the case of the Partnership, any time after the time of closing on the Closing Date;
(c) it is responsible for obtaining such legal and financial advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement, the suitability of the Units as an investment for the Subscriber, the tax consequences of purchasing, holding and disposing of the Units, and the resale restrictions and "hold periods" to which the Units are subject under applicable securities legislation;
(d) participation in the Trust is subject to acceptance of the Subscription Agreement by the Manager and to certain other considerations set forth in the Fund Agreement, and that acceptance of this Subscription Agreement shall be effective upon the amendment of the register of holders of units of the Trust (the "Register") designating the Subscriber as a Trust Unitholder;
(e) participation in the Partnership is subject to acceptance of the subscription agreement by the General Partner and to certain other considerations set forth in the Partnership Agreement, and that acceptance of this Subscription Agreement shall be effective upon the amendment of the certificate of the Partnership (the "Certificate") in accordance with the Partnership Act (Alberta), as amended, replaced, restated or re-enacted from time to time, designating the Subscriber as a Limited Partner;
(f) the Funds have limited operating history and the Manager, in the case of the Trust, and the General Partner, in the case of the Partnership, may depend on other parties for certain services and that certain of the parties that will be providing managerial, administrative and custodial services to the Manager, the General Partner and the Funds may be associates and affiliates of the Manager and General Partner;
(g) th...
Acknowledgements of the Subscriber. The Subscriber hereby acknowledges (which acknowledgements and agreements shall survive closing of the Offering) that:
(a) the Shares have not been registered under the United States Securities Act of 1933 (the “1933 Act”), as amended; 1933 Act, or under any state securities laws, and such securities cannot be offered or resold in the United States without registration under the 1933 Act and the securities laws of all applicable states of the United States unless an exemption from registration is available or registration is not required pursuant to Regulation S under the 1933 Act and the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Shares;
(b) the Corporation 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 the Shares under applicable securities laws and, as a consequence of acquiring Shares pursuant to this exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber;
(c) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(d) there is no government or other insurance covering the Shares;
(e) there are risks associated with the purchase of the Shares;
(f) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase the Shares;
(ii) that any person will refund the purchase price for the Shares;
(iii) as to the future price or value of the Shares; or
(iv) that the Shares will be listed and posted for trading on any stock exchange or that application has been made to list the common shares of the Corporation on any stock exchange other than the Toronto Stock Exchange;
(g) there are restrictions on the Subscriber’s ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares; and
(h) the Subscriber’s decision to execute this Agreement and purchase the Shares has not been based upon any oral or written representation as to fact made by or on behalf of the Corporation, and that its decision is based solely upon its review of the information which has been filed by the Corporation with the British Columbia Securities Commission and The Toronto S...
Acknowledgements of the Subscriber. The Subscriber (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder, including each Beneficial Purchaser) acknowledges and agrees as follows:
(a) No prospectus filing. This is an offering made on a private basis without a prospectus and that no federal, state, provincial or other agency has made any finding or determination as to the merits of the investment nor made any recommendation or endorsement of the Shares and that:
(i) no prospectus or registration statement has been filed with any Securities Regulators in connection with this offering;
(ii) no securities commission, agency, governmental authority, regulatory body, stock exchange or other regulatory body has reviewed or passed on the merits of an investment in or endorsement of the Shares;
(iii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under such securities legislation; and
(iv) in addition to releases contained in this Subscription Agreement, the Corporation is relieved from certain obligations that would otherwise apply under applicable securities legislation.
Acknowledgements of the Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:
(a) this subscription is subject to rejection or acceptance by the Corporation in whole or in part, and is effective only upon acceptance by the Corporation;
(b) the FT Units subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation of up to 4,300,000 FT Units at a subscription price of $0.35 per FT Unit (the "Offering");
(c) the Subscriber is responsible for obtaining such legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement;
(d) there is no government or other insurance scheme covering the FT Units; and
(e) there are risks associated with an investment in the FT Units and, as a result, the Subscriber may lose its entire investment.
