ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering (a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws; (b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act; (c) the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act; (d) the decision to execute this Subscription Agreement and purchase the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of information (the "Company Information") which has been provided by the Company to the Purchaser. If the Company has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable; (e) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the Purchaser; (f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's attorney and/or advisor(s); (g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement; (h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire; (i) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith; (j) the issuance and sale of the Purchased Securities to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; (k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions; (l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ; (m) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators; (n) there is no government or other insurance covering any of the Securities; and (o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason.
Appears in 6 contracts
Samples: Private Placement Subscription Agreement (Wolverine Resources Corp.), Private Placement Subscription Agreement (Wolverine Resources Corp.), Private Placement Subscription Agreement (Wolverine Technologies Corp.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) none of the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons Persons, as that term is defined in Regulation S under the 1933 Act (as defined herein"Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) Purchaser acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Purchased Securities agreed to be purchased Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of information (the "Company Information"receipt of which is hereby acknowledged) which has been provided filed by the Company to with the Purchaser. If Securities and Exchange Commission (the Company has presented a business plan or "SEC");
(d) neither the SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableShares;
(e) there is no government or other insurance covering any of the Shares;
(f) there are risks associated with an investment in the Shares;
(g) the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Units pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(h) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the Offeringdistribution of the Units hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in about the Company Information, or any business plan, corporate profile or any other document provided to the PurchaserCompany;
(fi) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Units hereunder have been made available for inspection by the Purchaser, the Purchaser's attorney lawyer and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(ij) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire herein or in any other document furnished by the Purchaser to the Company in connection herewith, herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith;
(jk) the issuance Shares are not listed on any stock exchange or automated dealer quotation system and sale of the Purchased Securities no representation has been made to the Purchaser will not be completed if it would be unlawful or if, in the discretion that any of the Company acting reasonablyShares will become listed on any stock exchange or automated dealer quotation system, it is not in the best interests of except that currently market makers make a market for the Company's common shares on the NASD's OTC Bulletin Board;
(kl) the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;
(m) the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;
(n) the Purchaser has been advised to consult its the Purchaser's own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities Units and with respect to applicable resale restrictions restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Purchaser is resident in connection with the distribution of the Units hereunder, and
(ii) applicable resale restrictions;
(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(m) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(n) there is no government or other insurance covering any of the Securities; and
(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription subscription for any reason; and
(p) By executing and delivering this Agreement, each Subscriber will have directed the Company not to include a Canadian Legend on any certificates representing the Units to be issued to such Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of Multilateral Instrument 45-102, and any subsequent trade in the Securities during or after the Canadian hold period described therein will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation.
Appears in 6 contracts
Samples: Private Placement Subscription Agreement (Anavex Life Sciences Corp.), Private Placement Subscription Agreement (Anavex Life Sciences Corp.), Private Placement Subscription Agreement (Anavex Life Sciences Corp.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of information (the "Company Information") which has been provided by the Company to the Purchaser. If the Company has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's attorney and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith;
; (j) the issuance and sale of the Purchased Securities to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions;
(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(m) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(n) there is no government or other insurance covering any of the Securities; and
(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason.
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (Wolverine Resources Corp.), Private Placement Subscription Agreement (Wolverine Technologies Corp.), Private Placement Subscription Agreement (Wolverine Technologies Corp.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(b) the Company Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Purchased Securities Units agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Issuer and such decision is based entirely upon a review of information (the "“Company Information"”) which has been provided by the Company Issuer to the Purchaser. If the Company Issuer has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company Issuer regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(f) the books and records of the Company Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's attorney and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company Issuer to communicate its acceptance of the purchase of the Purchased Securities Units pursuant to this Subscription Agreement;
(h) the Company Issuer is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company Issuer from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Purchaser will indemnify and hold harmless the Company Issuer and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company Issuer in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company Issuer in connection therewith;
(j) the issuance and sale of the Purchased Securities Units to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company Issuer acting reasonably, it is not in the best interests of the CompanyIssuer;
(k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities Units and with respect to applicable resale restrictions and it is solely responsible (and the Company Issuer is in any way responsible) for compliance with applicable resale restrictions;
(l) the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Purchaser that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
(m) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(mn) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(no) there is no government or other insurance covering any of the SecuritiesSecurities ; and
(op) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the CompanyIssuer, and the Purchaser acknowledges and agrees that the Company Issuer reserves the right to reject any Subscription for any reason...
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Mantra Venture Group Ltd.), Private Placement Subscription Agreement (Mantra Venture Group Ltd.), Private Placement Subscription Agreement (Mantra Venture Group Ltd.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offeringOffering
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein)Persons, except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities lawsApplicable Legislation;
(b) the Company Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Issuer and such decision is based entirely upon a review of information (the "Company “Issuer Information"”) which has been provided by the Company Issuer to the Purchaser. If the Company Issuer has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser and the Purchaser's ’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company Issuer regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Issuer Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(f) the books and records of the Company were Issuer are available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's ’s attorney and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company Issuer to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company Issuer is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company Issuer from any loss or damage it may suffer as a result of the Purchaser's ’s failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Purchaser will indemnify and hold harmless the Company Issuer and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company Issuer in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company Issuer in connection therewith;
; (j) the issuance and sale of the Purchased Securities to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company Issuer acting reasonably, it is not in the best interests of the CompanyIssuer;
(k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company Issuer is not in any way responsible) for compliance with applicable resale restrictions;
(l) the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Purchaser that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in shares of the Issuer on the National Association of Securities Dealers Inc.’s OTC Bulletin Board;
(m) neither the SEC nor any other securities commission Commissions or similar regulatory authority has reviewed or passed on the merits of the Securities Securities;
(mn) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(no) there is no government or other insurance covering any of the Securities; and;
(op) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the CompanyIssuer, and the Purchaser acknowledges and agrees that the Company Issuer reserves the right to reject any Subscription subscription for any reason; and
(q) by executing and delivering this Subscription Agreement, each Purchaser will have directed the Issuer not to include a Canadian legend on any certificates representing the Securities to be issued to such Purchaser. As a consequence, the Purchaser will not be able to rely on the resale provisions of National Instrument 45-102, as adopted by the securities commissions of Canada, and any subsequent trade in the Securities during or after the Canadian hold period described therein will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Anavex Life Sciences Corp.), Subscription Agreement (Panglobal Brands Inc.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(b) the Company Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Purchased Securities Units agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Issuer and such decision is based entirely upon a review of information (the "Company “Issuer Information"”) which has been provided by the Company Issuer to the Purchaser. If the Company Issuer has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser and the Purchaser's ’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company Issuer regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Issuer Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(f) the books and records of the Company Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's ’s attorney and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company Issuer to communicate its acceptance of the purchase of the Purchased Securities Units pursuant to this Subscription Agreement;
(h) the Company Issuer is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company Issuer from any loss or damage it may suffer as a result of the Purchaser's ’s failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Purchaser will indemnify and hold harmless the Company Issuer and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company Issuer in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company Issuer in connection therewith;
(j) the issuance and sale of the Purchased Securities Units to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company Issuer acting reasonably, it is not in the best interests of the CompanyIssuer;
(k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities Units and with respect to applicable resale restrictions and it is solely responsible (and the Company Issuer is in any way responsible) for compliance with applicable resale restrictions;
(l) the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Purchaser that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
(m) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(mn) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(no) there is no government or other insurance covering any of the SecuritiesSecurities ; and
(op) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the CompanyIssuer, and the Purchaser acknowledges and agrees that the Company Issuer reserves the right to reject any Subscription for any reason...
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Medicus Homecare Inc.), Private Placement Subscription Agreement (Mobetize, Corp.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) none of the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons Persons, as that term is defined in Regulation S under the 1933 Act (as defined herein"Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) Purchaser acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Purchased Securities agreed to be purchased Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of information (the "Company Information"receipt of which is hereby acknowledged) which has been provided filed by the Company to with the Purchaser. If Securities and Exchange Commission (the Company has presented a business plan or "SEC");
(d) neither the SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableShares;
(e) there is no government or other insurance covering any of the Shares;
(f) there are risks associated with an investment in the Shares;
(g) the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Units pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(h) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the Offeringdistribution of the Units hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in about the Company Information, or any business plan, corporate profile or any other document provided to the PurchaserCompany;
(fi) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Units hereunder have been made available for inspection by the Purchaser, the Purchaser's attorney lawyer and/or advisor(s);
; (g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(ij) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire herein or in any other document furnished by the Purchaser to the Company in connection herewith, herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith;
(j) the issuance and sale of the Purchased Securities to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions;
(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(m) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(n) there is no government or other insurance covering any of the Securities; and
(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Anavex Life Sciences Corp.), Private Placement Subscription Agreement (Panglobal Brands Inc.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) none of the Purchased Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons Persons, as that term is defined in Regulation S under the 1933 Act (as defined herein"Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) Purchaser acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Purchased Securities under the 1933 Act, except as set out in this Agreement;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Purchased Securities agreed to be purchased Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of information (the "Company Information"receipt of which is hereby acknowledged) which has been provided filed by the Company to with the Purchaser. If Securities and Exchange Commission (the Company has presented a business plan or "SEC");
(d) neither the SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableUnits;
(e) there is no government or other insurance covering any of the Units;
(f) there are risks associated with an investment in the Units;
(g) the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Purchased Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(h) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the Offeringdistribution of the Purchased Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in about the Company Information, or any business plan, corporate profile or any other document provided to the PurchaserCompany;
(fi) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Units hereunder have been made available for inspection by the Purchaser, the Purchaser's attorney lawyer and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(ij) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire herein or in any other document furnished by the Purchaser to the Company in connection herewith, herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith;
(jk) the issuance Shares are not listed on any stock exchange or automated dealer quotation system and sale no representation has been made to the Purchaser that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a market for the Company's common shares on the NASD's OTC Bulletin Board;
(l) the Company will refuse to register any transfer of the Purchased Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Purchaser will not be completed if it would be unlawful 1933 Act or if, in pursuant to an available exemption from the discretion registration requirements of the Company acting reasonably, it is not 1933 Act and in the best interests of the Companyaccordance with applicable state and provincial securities laws;
(km) the statutory and regulatory basis for the exemption claimed for the offer of the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;
(n) the Purchaser has been advised to consult its the Purchaser's own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities Units and with respect to applicable resale restrictions restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Purchaser is resident in connection with the distribution of the Shares hereunder, and
(ii) applicable resale restrictions;
(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(m) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(n) there is no government or other insurance covering any of the Securities; and
(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription subscription for any reason; and
(p) By executing and delivering this Agreement, each Subscriber will have directed the Company not to include a Canadian Legend on any certificates representing the Shares to be issued to such Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of Multilateral Instrument 45-102, and any subsequent trade in the Securities during or after the Canadian hold period described therein will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Upstream Biosciences Inc.), Private Placement Subscription Agreement (Upstream Biosciences Inc.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offeringoffering The Purchaser acknowledges that:
(a) none of the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons Persons, as that term is defined in Regulation S under the 1933 Act (as defined herein"Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) Purchaser acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of information (the "Company Information"receipt of which is hereby acknowledged) which has been provided filed by the Company to with the Purchaser. If Securities and Exchange Commission (the Company has presented a business plan or "SEC");
(d) neither the SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableSecurities;
(e) there is no government or other insurance covering any of the Purchased Securities;
(f) there are risks associated with an investment in the Purchased Securities;
(g) the Purchaser has not acquired the Purchased Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Purchaser may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(h) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the Offeringdistribution of the Purchased Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in about the Company Information, or any business plan, corporate profile or any other document provided to the PurchaserCompany;
(fi) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Purchased Securities hereunder have been made available for inspection by the Purchaser, the Purchaser's attorney lawyer and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(ij) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire herein or in any other document furnished by the Purchaser to the Company in connection herewith, herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith;
(jk) the issuance Purchased Securities are not listed on any stock exchange or automated dealer quotation system and sale no representation has been made to the Purchaser that any of the Purchased Securities to the Purchaser will not be completed if it would be unlawful become listed on any stock exchange or ifautomated dealer quotation system, in the discretion of the Company acting reasonably, it is not in the best interests of except that currently market makers make a market for the Company's common shares on the NASD's OTC Bulletin Board;
(kl) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;
(m) the statutory and regulatory basis for the exemption claimed for the offer of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;
(n) the Purchaser has been advised to consult its the Purchaser's own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Purchaser is resident in connection with the distribution of the Purchased Securities hereunder, and
(ii) applicable resale restrictions;
(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(m) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(n) there is no government or other insurance covering any of the Securities; and
(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription subscription for any reason; and
2.2 By executing and delivering this Agreement, each Purchaser will have warranted that it has investigated the securities laws and rules applicable to its jurisdiction of residence and warrants to the Issuer that the issuance of the Securities to the Purchaser complies with the applicable securities laws without further action or filings by the Issuer in that jurisdiction.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Oramed Pharmaceuticals Inc.), Private Placement Subscription Agreement (Hola Communications Inc.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of information (the "Company Information") which has been provided by the Company to the Purchaser. If the Company has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's attorney and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith;
(j) the issuance and sale of the Purchased Securities to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions;
(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities Securities;
(m) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(nb) there is no government or other insurance covering the Securities;
(c) there are risks associated with the purchase of the Securities;
(d) there are restrictions on the Purchaser’s ability to resell the Securities and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Securities;
(e) the Issuer has advised the Purchaser that the Issuer is relying on an exemption from the requirements to provide the Purchaser with a prospectus or offering memorandum and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Purchaser;
(f) no prospectus or offering memorandum has been filed by the Issuer with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and:
(i) the Purchaser is restricted from using most of the civil remedies available under the Applicable Legislation;
(ii) the Purchaser may not receive information that would otherwise be required to be provided to the Purchaser under the Applicable Legislation; and
(iii) the Issuer is relieved from certain obligations that would otherwise apply under the Applicable Legislation;
(g) the Purchaser acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Issuer has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securities; and
(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason.;
Appears in 2 contracts
Samples: Loan Guarantee and Subscription Agreement (Braintech Inc), Private Placement Subscription Agreement (Stockgroup Information Systems Inc)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offeringOffering Subscription Agreement (with related appendices, schedules and forms) Page 8 of 12
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein)Persons, except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities lawsApplicable Legislation;
(b) the Company Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Issuer and such decision is based entirely upon a review of information (the "Company “Issuer Information"”) which has been provided by the Company Issuer to the Purchaser. If the Company Issuer has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser and the Purchaser's ’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company Issuer regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Issuer Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(f) the books and records of the Company were Issuer are available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's ’s attorney and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company Issuer to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company Issuer is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company Issuer from any loss or damage it may suffer as a result of the Purchaser's ’s failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Purchaser will indemnify and hold harmless the Company Issuer and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company Issuer in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company Issuer in connection therewith;
(j) the issuance and sale of the Purchased Securities to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company Issuer acting reasonably, it is not in the best interests of the CompanyIssuer;
(k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company Issuer is not in any way responsible) for compliance with applicable resale restrictions;
(l) the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Purchaser that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in shares of the Issuer on the National Association of Securities Dealers Inc.’s OTC Bulletin Board;
(m) neither the SEC nor any other securities commission Commissions or similar regulatory authority has reviewed or passed on the merits of the Securities Securities;
(mn) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(no) there is no government or other insurance covering any of the Securities; and;
(op) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the CompanyIssuer, and the Purchaser acknowledges and agrees that the Company Issuer reserves the right to reject any Subscription subscription for any reason; and
(q) by executing and delivering this Subscription Agreement, each Purchaser will have directed the Issuer not to include a Canadian legend on any certificates representing the Securities to be issued to such Purchaser. As a consequence, the Purchaser will not be able to rely on the resale provisions of National Instrument 45-102, as adopted by the securities commissions of Canada, and any subsequent trade in the Securities during or after the Canadian hold period described therein will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Anavex Life Sciences Corp.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of information (the "Company Information") which has been provided by the Company to the Purchaser. If the Company has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's attorney and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith;
; (j) the issuance and sale of the Purchased Securities to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions;
(l) the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Purchaser that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
(m) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(mn) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(no) there is no government or other insurance covering any of the Securities; and
(op) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Wolverine Exploration Inc.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(b) the Company Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Purchased Securities Units agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Issuer and such decision is based entirely upon a review of information (the "Company Issuer Information") which has been provided by the Company Issuer to the Purchaser. If the Company Issuer has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company Issuer regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Issuer Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(f) the books and records of the Company Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's attorney and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company Issuer to communicate its acceptance of the purchase of the Purchased Securities Units pursuant to this Subscription Agreement;
(h) the Company Issuer is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company Issuer from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Purchaser will indemnify and hold harmless the Company Issuer and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company Issuer in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company Issuer in connection therewith;
(j) the issuance and sale of the Purchased Securities Units to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company Issuer acting reasonably, it is not in the best interests of the CompanyIssuer;
(k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities Units and with respect to applicable resale restrictions and it is solely responsible (and the Company Issuer is in any way responsible) for compliance with applicable resale restrictions;
(l) the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Purchaser that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
(m) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(mn) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(no) there is no government or other insurance covering any of the SecuritiesSecurities ; and
(op) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the CompanyIssuer, and the Purchaser acknowledges and agrees that the Company Issuer reserves the right to reject any Subscription for any reason...
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Park Place Energy Corp.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) none of the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons Persons, as that term is defined in Regulation S under the 1933 Act (as defined herein"Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of Purchaser acknowledges that the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Issuer, and such decision is based entirely upon a review of information (the "Company Information"receipt of which is hereby acknowledged) which has been provided filed by the Company to Issuer with the Purchaser. If Securities and Exchange Commission (the Company has presented a business plan or "SEC");
(d) neither the SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableSecurities;
(e) there is no government or other insurance covering any of the Securities;
(f) there are risks associated with an investment in the Purchased Securities;
(g) the Purchaser has not acquired the Purchased Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Purchased Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Purchaser may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(h) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding Issuer in connection with the Offeringdistribution of the Purchased Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in about the Company Information, or any business plan, corporate profile or any other document provided to the PurchaserIssuer;
(fi) the books and records of the Company Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Purchased Securities hereunder have been made available for inspection by the Purchaser, the Purchaser's attorney lawyer and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(ij) the Purchaser will indemnify and hold harmless the Company Issuer and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any CW1042183.1 claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire herein or in any other document furnished by the Purchaser to the Company Issuer in connection herewith, herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company Issuer in connection therewith;
(jk) the issuance Securities are not listed on any stock exchange or automated dealer quotation system and sale no representation has been made to the Purchaser that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a market for the Issuer's common shares on the NASD's OTC Bulletin Board;
(l) the Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;
(m) the statutory and regulatory basis for the exemption claimed for the offer of the Purchased Securities to the Purchaser will Securities, although in technical compliance with Regulation S, would not be completed available if it would be unlawful the offering is part of a plan or if, in scheme to evade the discretion registration provisions of the Company acting reasonably, it is not in the best interests of the Company1933 Act or any applicable state and provincial securities laws;
(kn) the Purchaser has been advised to consult its the Purchaser's own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities Shares and with respect to applicable resale restrictions restrictions, and it is solely responsible (and the Company Issuer is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Purchaser is resident in connection with the distribution of the Purchased Securities hereunder, and
(ii) applicable resale restrictions;
(lo) neither By executing and delivering this Agreement, each Subscriber will have directed the SEC nor Company not to include a Canadian Legend on any other securities commission or similar regulatory authority has reviewed or passed certificates representing the Shares to be issued to such Subscriber. As a consequence, the Subscriber will not be able to rely on the merits resale provisions of Multilateral Instrument 45-102, and any subsequent trade in the Securities ;
(m) no documents in connection with this Offering have been reviewed by during or after the SEC or Canadian hold period described therein will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any state such Canadian securities administrators;
(n) there is no government or other insurance covering any of the Securitieslegislation; and
(op) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the CompanyIssuer, and the Purchaser acknowledges and agrees that the Company Issuer reserves the right to reject any Subscription subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Yellowcake Mining Inc.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offeringOffering Subscription Agreement (with related appendices, schedules and forms)Page 8 of 12
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(b) the Company Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(cb) the Company Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Issuer and such decision is based entirely upon a review of information (the "Company “Issuer Information"”) which has been provided by the Company Issuer to the Purchaser. If the Company Issuer has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(ed) the Purchaser and the Purchaser's ’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company Issuer regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Issuer Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(fe) the books and records of the Company were Issuer are available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's ’s attorney and/or advisor(s);
(gf) by execution hereof the Purchaser has waived the need for the Company Issuer to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(hg) the Company Issuer is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company Issuer from any loss or damage it may suffer as a result of the Purchaser's ’s failure to correctly complete this Subscription Agreement or the Questionnaire;
(ih) the Purchaser will indemnify and hold harmless the Company Issuer and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company Issuer in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company Issuer in connection therewith;
(ji) the issuance and sale of the Purchased Securities to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company Issuer acting reasonably, it is not in the best interests of the CompanyIssuer;
(kj) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company Issuer is not in any way responsible) for compliance with applicable resale restrictions;
(k) the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Purchaser that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in shares of the Issuer on the National Association of Securities Dealers Inc.’s OTC Bulletin Board;
(l) neither the SEC nor any other securities commission Commissions or similar regulatory authority has reviewed or passed on the merits of the Securities Securities;
(m) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(n) there is no government or other insurance covering any of the Securities; and;
(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the CompanyIssuer, and the Purchaser acknowledges and agrees that the Company Issuer reserves the right to reject any Subscription subscription for any reason; and
(p) by executing and delivering this Subscription Agreement, each Purchaser will have directed the Issuer not to include a Canadian legend on any certificates representing the Securities to be issued to such Purchaser. As a consequence, the Purchaser will not be able to rely on the resale provisions of National Instrument 45-102, as adopted by the securities commissions of Canada, and any subsequent trade in the Securities during or after the Canadian hold period described therein will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Anavex Life Sciences Corp.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of information (the "Company Information") which has been provided by the Company to the Purchaser. If the Company has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's attorney and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith;
; (j) the issuance and sale of the Purchased Securities to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions;
(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(m) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(n) there is no government or other insurance covering any of the Securities; and
(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Wolverine Exploration Inc.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(b) the Company Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Purchased Securities Units agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Issuer and such decision is based entirely upon a review of information (the "Company Issuer Information") which has been provided by the Company Issuer to the Purchaser. If the Company Issuer has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company Issuer regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Issuer Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(f) the books and records of the Company Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's attorney and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company Issuer to communicate its acceptance of the purchase of the Purchased Securities Units pursuant to this Subscription Agreement;
(h) the Company Issuer is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company Issuer from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Purchaser will indemnify and hold harmless the Company Issuer and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company Issuer in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company Issuer in connection therewith;
(j) the issuance and sale of the Purchased Securities Units to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company Issuer acting reasonably, it is not in the best interests of the CompanyIssuer;
(k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities Units and with respect to applicable resale restrictions and it is solely responsible (and the Company Issuer is in any way responsible) for compliance with applicable resale restrictions;
(l) the Issuer securities are quoted on the OTC Bulletin Board under the symbol “NMEX”. The Securities for sale here are not listed on any stock exchange and no representation has been made to the Purchaser that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
(m) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(mn) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(no) there is no government or other insurance covering any of the SecuritiesSecurities ; and
(op) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the CompanyIssuer, and the Purchaser acknowledges and agrees that the Company Issuer reserves the right to reject any Subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Northern Minerals & Exploration Ltd.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) none of the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons Persons, as that term is defined in Regulation S under the 1933 Act (as defined herein"Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) Purchaser acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of information (the "Company Information"receipt of which is hereby acknowledged) which has been provided filed by the Company to with the Purchaser. If Securities and Exchange Commission (the Company has presented a business plan or "SEC");
(d) neither the SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableSecurities;
(e) there is no government or other insurance covering any of the Purchased Securities;
(f) there are risks associated with an investment in the Purchased Securities;
(g) the Purchaser has not acquired the Purchased Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Purchaser may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(h) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the Offeringdistribution of the Purchased Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in about the Company Information, or any business plan, corporate profile or any other document provided to the PurchaserCompany;
(fi) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Purchased Securities hereunder have been made available for inspection by the Purchaser, the Purchaser's attorney lawyer and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(ij) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire herein or in any other document furnished by the Purchaser to the Company in connection herewith, herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith;
(jk) the issuance Purchased Securities are not listed on any stock exchange or automated dealer quotation system and sale no representation has been made to the Purchaser that any of the Purchased Securities to the Purchaser will not be completed if it would be unlawful become listed on any stock exchange or ifautomated dealer quotation system, in the discretion of the Company acting reasonably, it is not in the best interests of except that currently market makers make a market for the Company's common shares on the NASD's OTC Bulletin Board;
(kl) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;
(m) the statutory and regulatory basis for the exemption claimed for the offer of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;
(n) the Purchaser has been advised to consult its the Purchaser's own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Purchaser is resident in connection with the distribution of the Purchased Securities hereunder, and
(ii) applicable resale restrictions;
(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(m) no documents in connection with 1.2 this Offering have been reviewed by the SEC or any state securities administrators;
(n) there is no government or other insurance covering any of the Securities; and
(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription subscription for any reason; and
1.3 By executing and delivering this Agreement, each Subscriber will have directed the Company not to include a Canadian Legend on any certificates representing the Securities to be issued to such Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of Multilateral Instrument 45-102, and any subsequent trade in the Securities during or after the Canadian hold period described therein will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (American Uranium Corp)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(ai) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(bii) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(ciii) the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(div) the decision to execute this Subscription Agreement and purchase the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of information (the "Company Information") which has been provided by the Company to the Purchaser. If the Company has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(ev) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(fvi) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's attorney and/or advisor(s);
(gvii) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(hviii) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(iix) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith;
(jx) the issuance and sale of the Purchased Securities to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(kxi) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions;
(lxii) the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Purchaser that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in shares of the Company on the National Association of Securities Dealers Inc.'s OTC Bulletin Board;
(xiii) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities Securities;
(mxiv) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(nxv) there is no government or other insurance covering any of the Securities; and;
(oxvi) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason.; and
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Tornado Gold International Corp)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) none of the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons Persons, as that term is defined in Regulation S under the 1933 Act (as defined herein"Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) Purchaser acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Purchased Securities agreed to be purchased Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Company, and such decision is based entirely upon a review of information (the "Company Information"receipt of which is hereby acknowledged) which has been provided filed by the Company to with the Purchaser. If Securities and Exchange Commission (the Company has presented a business plan or "SEC");
(d) neither the SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableSecurities;
(e) there is no government or other insurance covering any of the Securities;
(f) there are risks associated with an investment in the Securities;
(g) the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Purchaser may sell or otherwise dispose of the Units pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(h) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding in connection with the Offeringdistribution of the Units hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in about the Company Information, or any business plan, corporate profile or any other document provided to the PurchaserCompany;
(fi) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Units hereunder have been made available for inspection by the Purchaser, the Purchaser's attorney lawyer and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(ij) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire herein or in any other document furnished by the Purchaser to the Company in connection herewith, herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith; (k) the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Purchaser that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that except that currently market makers make a market for the Company's common shares on the OTC Bulletin Board;
(jl) the issuance and sale Company will refuse to register any transfer of the Purchased Securities Securites not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Purchaser will not be completed if it would be unlawful 1933 Act or if, in pursuant to an available exemption from the discretion registration requirements of the Company acting reasonably, it is not 1933 Act and in the best interests of the Companyaccordance with applicable state and provincial securities laws;
(km) the statutory and regulatory basis for the exemption claimed for the offer of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;
(n) the Purchaser has been advised to consult its the Purchaser's own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities Units and with respect to applicable resale restrictions restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Purchaser is resident in connection with the distribution of the Units hereunder, and
(ii) applicable resale restrictions;
(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(m) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(n) there is no government or other insurance covering any of the Securities; and,
(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Actiga Corp)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offeringoffering The Purchaser acknowledges that:
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase acquire the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of information (the "Company Information") which has been provided by the Company to the PurchaserSubscriber. If the Company has presented a business plan or any other type of corporate profile to the PurchaserSubscriber, the Purchaser Subscriber acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser Subscriber and the PurchaserSubscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the PurchaserSubscriber;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the PurchaserSubscriber, the PurchaserSubscriber's attorney and/or advisor(s);
(g) by execution hereof the Purchaser Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser Subscriber contained in this Subscription Agreement and in the Questionnaire, and the Purchaser Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the PurchaserSubscriber's failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Purchaser Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser Subscriber contained herein, the Questionnaire or in any other document furnished by the Purchaser Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser Subscriber to comply with any covenant or agreement made by the Purchaser Subscriber to the Company in connection therewith;
(j) the issuance and sale of the Purchased Securities to the Purchaser Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Purchaser Subscriber has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions;
(l) the Purchased Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in shares of the Company on the National Association of Securities Dealers Inc.'s OTC Bulletin Board;
(m) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities Units;
(mn) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(no) there is no government or other insurance covering any of the Purchased Securities; and
(op) this Subscription Agreement is not enforceable by the Purchaser Subscriber unless it has been accepted by the Company, and the Purchaser Subscriber acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (American Uranium Corp)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offeringoffering The Purchaser acknowledges that:
(a) none of the Securities have not been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons Persons, as that term is defined in Regulation S under the 1933 Act (as defined herein“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of Purchaser acknowledges that the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Purchased Securities agreed to be purchased Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Issuer, and such decision is based entirely upon a review of information (the "Company Information"receipt of which is hereby acknowledged) which has been provided filed by the Company to Issuer with the Purchaser. If Securities and Exchange Commission (the Company has presented a business plan or “SEC”);
(d) neither the SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableSecurities;
(e) there is no government or other insurance covering any of the Securities;
(f) there are risks associated with an investment in the Securities;
(g) the Purchaser has not acquired the Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Purchaser may sell or otherwise dispose of the Units pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(h) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding Issuer in connection with the Offeringdistribution of the Units hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in about the Company Information, or any business plan, corporate profile or any other document provided to the PurchaserIssuer;
(fi) the books and records of the Company Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Units hereunder have been made available for inspection by the Purchaser, the Purchaser's attorney lawyer and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(ij) the Purchaser will indemnify and hold harmless the Company Issuer and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire herein or in any other document furnished by the Purchaser to the Company Issuer in connection herewith, herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company Issuer in connection therewith;
(jk) the issuance Securities are not listed on any stock exchange or automated dealer quotation system and sale of the Purchased Securities no representation has been made to the Purchaser will not be completed if it would be unlawful or if, in the discretion that any of the Company acting reasonablySecurities will become listed on any stock exchange or automated dealer quotation system, it is not in except that currently market makers make a market for the best interests of the CompanyIssuer's common shares on FINRA's OTC Bulletin Board;
(kl) the Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;
(m) the statutory and regulatory basis for the exemption claimed for the offer of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;
(n) the Purchaser has been advised to consult its the Purchaser's own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities Units and with respect to applicable resale restrictions restrictions, and it is solely responsible (and the Company Issuer is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Purchaser is resident in connection with the distribution of the Units hereunder, and
(ii) applicable resale restrictions;
(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(m) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(n) there is no government or other insurance covering any of the Securities; and
(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the CompanyIssuer, and the Purchaser acknowledges and agrees that the Company Issuer reserves the right to reject any Subscription subscription for any reason; and
(p) By executing and delivering this Agreement, each Subscriber will have directed the Issuer not to include a Canadian Legend on any certificates representing the Units to be issued to such Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of Multilateral Instrument 45-102, and any subsequent trade in the Securities during or after the Canadian hold period described therein will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Blue Sphere Corp)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of information (the "Company Information") which has been provided by the Company to the Purchaser. If the Company has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's attorney and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith;
(j) the issuance and sale of the Purchased Securities to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions;
(l) the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Purchaser that any of the Securities will become listed on any stock exchange or automated dealer quotation system;
(m) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(mn) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(no) there is no government or other insurance covering any of the Securities; and
(op) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Blue Sky Petroleum Inc.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offeringoffering The Purchaser acknowledges that:
(a) none of the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons Persons, as that term is defined in Regulation S under the 1933 Act (as defined herein"Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, Act and in each case only in accordance with applicable state and provincial securities laws;
(b) the Company will refuse to register any transfer of Purchaser acknowledges that the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(dc) the decision to execute this Subscription Agreement and purchase acquire the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company Issuer, and such decision is based entirely upon a review of information (the "Company Information"receipt of which is hereby acknowledged) which has been provided filed by the Company to Issuer with the Purchaser. If Securities and Exchange Commission (the Company has presented a business plan or "SEC");
(d) neither the SEC nor any other type securities commission or similar regulatory authority has reviewed or passed on the merits of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievableSecurities;
(e) there is no government or other insurance covering any of the Purchased Securities;
(f) there are risks associated with an investment in the Purchased Securities;
(g) the Purchaser has not acquired the Purchased Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Purchaser may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(h) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding Issuer in connection with the Offeringdistribution of the Purchased Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in about the Company Information, or any business plan, corporate profile or any other document provided to the PurchaserIssuer;
(fi) the books and records of the Company Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business business, and that all documents, records and books pertaining to this Offering in connection with the distribution of the Purchased Securities hereunder have been made available for inspection by the Purchaser, the Purchaser's attorney lawyer and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(ij) the Purchaser will indemnify and hold harmless the Company Issuer and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire herein or in any other document furnished by the Purchaser to the Company Issuer in connection herewith, herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company Issuer in connection therewith;
(jk) the issuance Purchased Securities are not listed on any stock exchange or automated dealer quotation system and sale no representation has been made to the Purchaser that any of the Purchased Securities to will become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a market for the Purchaser will not be completed if it would be unlawful or if, in Issuer's common shares on the discretion of the Company acting reasonably, it is not in the best interests of the CompanyUS OTC Bulletin Board;
(kl) the Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;
(m) the statutory and regulatory basis for the exemption claimed for the offer of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;
(n) the Purchaser has been advised to consult its the Purchaser's own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions restrictions, and it is solely responsible (and the Company Issuer is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Purchaser is resident in connection with the distribution of the Purchased Securities hereunder, and
(ii) applicable resale restrictions;
(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities ;
(m) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(n) there is no government or other insurance covering any of the Securities; and
(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the CompanyIssuer, and the Purchaser acknowledges and agrees that the Company Issuer reserves the right to reject any Subscription subscription for any reason; and
2.2 By executing and delivering this Agreement, each Purchaser will have warranted that it has investigated the securities laws and rules applicable to its jurisdiction of residence and warrants to the Issuer that the issuance of the Securities to the Purchaser complies with the applicable securities laws without further action or filings by the Issuer in that jurisdiction.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (TAMM Oil & Gas Corp.)
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of information (the "Company Information") which has been provided by the Company to the Purchaser. If the Company has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's attorney and/or advisor(s);
(g) by execution hereof the Purchaser has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement;
(h) the Company is entitled to rely on the representations and warranties and the statements and answers of the Purchaser contained in this Subscription Agreement and in the Questionnaire, and the Purchaser will hold harmless the Company from any loss or damage it may suffer as a result of the Purchaser's failure to correctly complete this Subscription Agreement or the Questionnaire;
(i) the Purchaser will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Company in connection therewith;
(j) the issuance and sale of the Purchased Securities to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions;
(l) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities Securities;
(m) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(nb) there is no government or other insurance covering the Securities;
(c) there are risks associated with the purchase of the Securities;
(d) there are restrictions on the Purchaser’s ability to resell the Securities and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Securities;
(e) the Issuer has advised the Purchaser that the Issuer is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Purchaser;
(f) no prospectus has been filed by the Issuer with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and:
(i) the Purchaser is restricted from using most of the civil remedies available under the Applicable Legislation;
(ii) the Purchaser may not receive information that would otherwise be required to be provided to the Purchaser under the Applicable Legislation; and
(iii) the Issuer is relieved from certain obligations that would otherwise apply under the Applicable Legislation;
(g) the Purchaser acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Issuer has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securities; and
(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Company, and the Purchaser acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason.;
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Orca International Language Schools Inc.)
