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.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
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 Preferred Shares subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation of up to 100,000,000 Notes a maximum of 10,000,000 Preferred Shares (including Series F Preferred Shares of the Corporation) at a subscription price of Cdn. $1.00 10.00 per $1.00 principal amount of a NotePreferred Share (the "Offering");
(c) the Corporation reserves the right, as allowed by applicable securities legislation, no fees or commissions shall be payable to retain registered dealers and, where permitted in the Northwest Exemption Jurisdictions, unregistered market participants (collectively, the “Selling Agents”) to help effect sales eligible persons seeking Subscribers for any of the NotesPreferred Shares other than eligible persons seeking Subscribers for Series C Preferred Shares would be entitled to an annual trailing fee of 0.50% of every Series C Preferred Share that continues to be held by Subscribers introduced by such eligible persons and 0.50% of all additional Series C Preferred Shares acquired by such Subscribers under the Corporation’s DRIP. The trailing fee shall be payable monthly. No trailing fee shall be payable in connection with Series F Preferred Shares. In addition, eligible persons seeking Subscribers for any of the Preferred Shares may charge their clients additional fees or commissions to purchase or sell such Preferred Shares;
(d) No compensation will be paid to in accordance with the terms of the Offering Memorandum, the Redemption Price (as such term is defined in the Offering Memorandum) in respect of any Selling Agent from Preferred Shares subscribed hereunder shall mean the proceeds received by lesser of
(i) $10.00 and (ii) the Corporation net asset value of the Preferred Shares per share, for purposes of any redemption or retraction of the Preferred Shares or in connection with the sale liquidation, dissolution or winding up of the Notes. The entire Subscription Amount will be used to purchase Notes which, in turn, will be used by Corporation or any other distribution of the assets of the Corporation to purchase corresponding Purchased Trust Notes as described in among its shareholders for 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% purpose 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.winding up its affairs;
(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; and
(f) the investment in the Preferred Shares is a risky investment and, as a result, the Subscriber may lose its entire investment.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
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 partTrustee, and is effective only upon acceptance by the CorporationTrustee;
(b) the Notes Trust Units subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation Trust of up Trust Units, all pursuant to 100,000,000 Notes at a subscription price of $1.00 per $1.00 principal amount of a Notethe Offering Memorandum (the "Offering");
(c) the Corporation reserves Agent has been appointed as agent pursuant to the right, as allowed by applicable securities legislation, Agency Agreement to retain offer the Trust Units on a "commercially reasonable efforts" basis. The Trust has agreed to pay trailer fees to registered dealers andmonthly based on the subscription proceeds attributable to the Class A Trust Units held in each registered dealer's client accounts in an amount equal to 1% per annum. For clarity, where permitted no commissions or trailer fees are paid in the Northwest Exemption Jurisdictions, unregistered market participants (collectively, the “Selling Agents”) to help effect sales respect of the NotesClass F Trust Units or the Class O Units. The Trust will also reimburse the Agent for its reasonable expenses incurred pursuant to the Offering (including reasonable legal fees);
(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 no minimum offering amount. You and therefore the Subscriber may be the only Subscriber purchaser under this the Offering; and;
(fe) 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
(f) there are risks associated with an investment in the Trust Units including, without limitation, those risks set out in this Subscription Agreement and the Offering Memorandum and, as a result, the Subscriber may lose its entire investment.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
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 2.007.00% of the gross proceeds raised from the sale of the Series W1 Notes. SR2026 Notes and Series SB2026 Notes and a maximum of 9.00% of the gross proceeds raised from the sale of the Series SR2028B Notes and the Series SB2028B. Particulars of the selling fee structure can be provided upon request to Subscribers separately by their respective Selling Agent.
(e) Subscribers should note that the Series SB Notes are subordinate to the Series SR Notes upon the terms and conditions set forth and as otherwise described in the Term Sheet;
(f) 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
(fg) 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.
Appears in 1 contract
Samples: Subscription Agreement
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 Partnership and the Agent in whole or in part, and is effective only upon acceptance by the CorporationPartnership and the Agent;
(b) the Notes Units subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation Partnership of up to 100,000,000 Notes 1,500,000 Units ($15,000,000) at a subscription price of Cdn. $1.00 10.00 per $1.00 principal amount of a NoteUnit (the "Offering");
(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 there is a minimum subscription per Subscriber of 500 Units (collectively, the “Selling Agents”) to help effect sales of the Notes$5,000);
(d) No compensation will be paid the Agent has been appointed, pursuant to any Selling Agent from the proceeds received by Agency Agreement, to offer the Corporation Units on a best efforts basis, and in connection with therewith 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 Partnership has agreed to pay to Selling Agents, from sources other than the Subscription Amount received from a SubscriberAgent on the Closing Date, a selling fee equal to a maximum 2.00% in the amount of six percent (6%) of the gross proceeds raised from the sale of the Series W1 NotesOffering of Class B Units. Particulars There is no fee on the gross proceeds of the selling fee structure can Offering of Class F Units. In addition, the Agent (and certain other agent(s) at the discretion of the Agent) may be provided upon request entitled to Subscribers separately by their respective Selling Agent.a payment in the amount of one percent (1%) of the gross proceeds of the Offering as reimbursement for dealer due diligence, platform and distribution override fees;
(e) although there is a $10,000.00 minimum investment amount per Subscriberthe Agent has also been appointed as the Portfolio Manager of the Partnership and in connection therewith the Partnership has entered into an agreement (the "Portfolio and Investment Fund Management Agreement") pursuant to which Gravitas Securities Inc., in its capacity as Portfolio Manager of the Offering is not subject Partnership, will be entitled to a minimum offering amount. You may management fee in the amount of 2% of the net asset value of the Partnership, payable quarterly; which will be split 75% to the only Subscriber under this Offering; andGeneral Partner and up to 25% to the Portfolio Manager to a maximum of $20,000 with any excess for the benefit of the General Partner.
(f) the Subscriber is responsible for obtaining such legal legal, tax and tax investment advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement;
(g) 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 scheme covering the Units;
(i) there are risks associated with the purchase of the Units;
(j) there are restrictions on the Subscriber's ability to resell the Units and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Units; and
(k) the investment in the Units is a risky investment and, as a result, the Subscriber may lose its entire investment.
Appears in 1 contract
Samples: Subscription Agreement
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 S/Y1 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 $10,000.00 200,000.00 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.
Appears in 1 contract
Samples: Subscription Agreement
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 Partnership and the Agent in whole or in part, and is effective only upon acceptance by the CorporationPartnership and the Agent;
(b) the Notes Units subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation Partnership of up to 100,000,000 Notes 1,500,000 Units ($15,000,000) at a subscription price of Cdn. $1.00 10.00 per $1.00 principal amount of a NoteUnit (the "Offering");
(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 there is a minimum subscription per Subscriber of 500 Units (collectively, the “Selling Agents”) to help effect sales of the Notes$5,000);
(d) No compensation will be paid the Agent has been appointed, pursuant to any Selling Agent from the proceeds received by Agency Agreement, to offer the Corporation Units on a best efforts basis, and in connection with therewith 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 Partnership has agreed to pay to Selling Agents, from sources other than the Subscription Amount received from a SubscriberAgent on the Closing Date, a selling fee equal to a maximum 2.00% in the amount of eight percent (8%) of the gross proceeds raised from the sale of the Series W1 NotesOffering of Class B Units. Particulars There is no fee on the gross proceeds of the selling fee structure can Offering of Class F Units. In addition, the Agent (and certain other agent(s) at the discretion of the Agent) may be provided upon request entitled to Subscribers separately by their respective Selling Agent.a payment in the amount of one percent (1%) of the gross proceeds of the Offering as reimbursement for dealer due diligence, platform and distribution override fees;
(e) although there is a $10,000.00 minimum investment amount per Subscriberthe Agent has also been appointed as the Portfolio Manager of the Partnership and in connection therewith the Partnership has entered into an agreement (the "Portfolio and Investment Fund Management Agreement") pursuant to which Gravitas Securities Inc., in its capacity as Portfolio Manager of the Offering is not subject Partnership, will be entitled to a minimum offering amount. You may management fee in the amount of 2% of the net asset value of the Partnership, payable quarterly; which will be split equally with General Partner to a maximum of $25,000 with any excess for the only Subscriber under this Offering; andbenefit of the General Partner;
(f) the Subscriber is responsible for obtaining such legal legal, tax and tax investment advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement;
(g) 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 scheme covering the Units;
(i) there are risks associated with the purchase of the Units;
(j) there are restrictions on the Subscriber's ability to resell the Units and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Units; and
(k) the investment in the Units is a risky investment and, as a result, the Subscriber may lose its entire investment.
Appears in 1 contract
Samples: Subscription Agreement
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 Partnership and the Agent in whole or in part, and is effective only upon acceptance by the CorporationPartnership and the Agent;
(b) the Notes Units subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation Partnership of up to 100,000,000 Notes 1,500,000 Units ($15,000,000) at a subscription price of Cdn. $1.00 10.00 per $1.00 principal amount of a NoteUnit (the "Offering");
(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 there is a minimum subscription per Subscriber of 500 Units (collectively, the “Selling Agents”) to help effect sales of the Notes$5,000);
(d) No compensation will be paid the Agent has been appointed, pursuant to any Selling Agent from the proceeds received by Agency Agreement, to offer the Corporation Units on a best efforts basis, and in connection with therewith 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 Partnership has agreed to pay to Selling Agents, from sources other than the Subscription Amount received from a SubscriberAgent on the Closing Date, a selling fee equal to a maximum 2.00% in the amount of eight percent (8%) of the gross proceeds raised from the sale of the Series W1 NotesOffering of Class B Units. Particulars There is no fee on the gross proceeds of the selling fee structure can Offering of Class F Units. In addition, the Agent (and certain other agent(s) at the discretion of the Agent) may be provided upon request entitled to Subscribers separately by their respective Selling Agent.a payment in the amount of one percent (1%) of the gross proceeds of the Offering as reimbursement for dealer due diligence, platform and distribution override fees;
(e) although there is a $10,000.00 minimum investment amount per Subscriberthe Agent has also been appointed as the Portfolio Manager of the Partnership and in connection therewith the Partnership has entered into an agreement (the "Portfolio and Investment Fund Management Agreement") pursuant to which Gravitas Securities Inc., in its capacity as Portfolio Manager of the Offering is not subject Partnership, will be entitled to a minimum offering amount. You may be management fee in the only Subscriber under this Offering; andamount of 2% of the net asset value of the Partnership, payable quarterly;
(f) the Subscriber is responsible for obtaining such legal legal, tax and tax investment advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement;
(g) 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 scheme covering the Units;
(i) there are risks associated with the purchase of the Units;
(j) there are restrictions on the Subscriber's ability to resell the Units and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Units; and
(k) the investment in the Units is a risky investment and, as a result, the Subscriber may lose its entire investment.
Appears in 1 contract
Samples: Subscription Agreement
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 Partnership and the Agent in whole or in part, and is effective only upon acceptance by the CorporationPartnership and the Agent;
(b) the Notes Units subscribed for by the Subscriber hereunder form part of a larger issue and sale by the Corporation Partnership of up to 100,000,000 Notes 1,500,000 Units ($15,000,000) at a subscription price of Cdn. $1.00 10.00 per $1.00 principal amount of a NoteUnit (the "Offering");
(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 there is a minimum subscription per Subscriber of 500 Units (collectively, the “Selling Agents”) to help effect sales of the Notes$5,000);
(d) No compensation will be paid the Agent has been appointed, pursuant to any Selling Agent from the proceeds received by Agency Agreement, to offer the Corporation Units on a best efforts basis, and in connection with therewith 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 Partnership has agreed to pay to Selling Agents, from sources other than the Subscription Amount received from a SubscriberAgent on the Closing Date, a selling fee equal to a maximum 2.00% in the amount of five percent (5%) of the gross proceeds raised from the sale of the Series W1 NotesOffering of Class B Units. Particulars There is no fee on the gross proceeds of the selling fee structure can Offering of Class F Units. In addition, the Agent (and certain other agent(s) at the discretion of the Agent) may be provided upon request entitled to Subscribers separately by their respective Selling Agent.a payment in the amount of one percent (1%) of the gross proceeds of the Offering as reimbursement for dealer due diligence, platform and distribution override fees;
(e) although there is a $10,000.00 minimum investment amount per Subscriberthe Agent has also been appointed as the Portfolio Manager of the Partnership and in connection therewith the Partnership has entered into an agreement (the "Portfolio and Investment Fund Management Agreement") pursuant to which Gravitas Securities Inc., in its capacity as Portfolio Manager of the Offering is not subject Partnership, will be entitled to a minimum offering amount. You may management fee in the amount of 2% of the net asset value of the Partnership, payable quarterly; which will be split equally with General Partner to a maximum of $25,000 with any excess for the only Subscriber under this Offering; andbenefit of the General Partner.
(f) the Subscriber is responsible for obtaining such legal legal, tax and tax investment advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement;
(g) 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 scheme covering the Units;
(i) there are risks associated with the purchase of the Units;
(j) there are restrictions on the Subscriber's ability to resell the Units and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Units; and
(k) the investment in the Units is a risky investment and, as a result, the Subscriber may lose its entire investment.
Appears in 1 contract
Samples: Subscription Agreement