Acknowledgments of the Subscriber. 1.1 The Subscriber hereby acknowledges and agrees for the benefit of the Issuer that:
(a) its decision to execute this subscription and purchase of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;
(b) no Securities Commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction;
(d) there is no insurance covering the Shares;
(e) there are restrictions on the Subscriber's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares;
(f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions;
(g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws;
(h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer;
(i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber;
(j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares;
(k) the Shares are speculative investments which involved a substantial degree of risk;
(l) the Subscriber has had access to and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investmen...
Acknowledgments of the Subscriber. Except as expressly set forth herein, Subscriber acknowledges and agrees that there have been no representations, guarantees or warranties, of any nature or kind, whether express or implied, made to her by the Company, its subsidiaries, affiliates, agents or employees, or by any other person. Subscriber further acknowledges and agrees that Subscriber is an employee-at-will, and nothing herein shall be construed as a guarantee of employment for any amount of time.
Acknowledgments of the Subscriber. The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees as follows:
(a) No securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed, passed, made any finding or determination, or recommended or endorsed on the merits of the Purchased Shares.
(b) There are restrictions on the Subscriber’s ability to resell the Purchased Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Purchased Shares.
(c) The Purchased Shares shall be subject to statutory resale restrictions under the Securities Laws of the jurisdiction in which the Subscriber resides and under other applicable securities laws, and the Subscriber covenants that it will not resell the Purchased Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and the Corporation is in no way responsible) for such compliance.
Acknowledgments of the Subscriber. The Subscriber acknowledges that:
(a) There have been no representations, guarantees or warranties made to the Subscriber by the Company, any officers, directors or shareholders of the Company, their agents or employees or any other person, expressly or by implication, with respect to:
(i) The length of time that the Subscriber will be required to remain as owner of the Securities;
(ii) The percentage of profit or amount of or type of consideration, profit or loss (including tax write-offs or tax benefits) to be realized, if any, as a result of this investment; and
(iii) The possibility that the past performance or experience on the part of the Company or any of its affiliates or employees might in any way indicate the predictable results of the ownership of the Securities or the relative success of the Company;
(b) This investment is speculative and involves a high degree of risk;
(c) The Subscriber has had full and complete access to all financial and business information relating to the Company; and
(d) The offer and issuance of the Securities to the Subscriber have not been accomplished by any form of general solicitation or general advertising, including, but not limited to, (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media, or broadcast over television or radio, and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
Acknowledgments of the Subscriber. The Subscriber, on its own behalf and, if the Subscriber is acting as a trustee, agent, representative, nominee, custodian or in a similar agency capacity for another person or entity, on behalf of any underlying beneficial owner (an “Underlying Owner”), the term “Subscriber” being understood to refer as well to such Underlying Owner unless the context otherwise requires, acknowledges that:
(a) The offer, sale and distribution of the Shares to the Subscriber is being effected by the Company in reliance on exemptions from the prospectus requirements under applicable Canadian securities laws (the “Applicable Canadian Securities Laws”).
(b) No prospectus has been filed with any Canadian securities regulatory authority (“Regulator”) in connection with the offering of the Shares in Canada and no Regulator has made any finding or determination as to the merits of an investment in the Shares or has otherwise made any recommendation or endorsement with respect to the Shares.
(c) The Company may be required to file a report of trade with all applicable Regulators containing certain personal information about the Subscriber. The report of trade will include, among other information, the full name, residential or business address and telephone number of the Subscriber, the number and type of Interests purchased, the total purchase price expressed in Canadian dollars, the prospectus exemption under Applicable Canadian Securities Laws relied upon by the Company to distribute the Shares to the Subscriber and the date of the distribution. By completing this Subscription Agreement, the Subscriber authorizes the indirect collection of the information described in this section by all applicable Regulators and consents to the disclosure of such information to the public through the filing of a report of trade with all applicable Regulators.
(d) The Shares are being offered on a “private placement” basis only, will be subject to resale restrictions under Applicable Canadian Securities Laws and are restricted securities in Canada and, accordingly, any resale of such Shares will be required to be made in accordance with prospectus and registration requirements under Applicable Canadian Securities Laws, pursuant to statutory exemptions from the prospectus and registration requirements under Applicable Canadian Securities Laws or under a discretionary exemption from the prospectus and registration requirements under Applicable Canadian Securities Laws granted by the applicable Re...
Acknowledgments of the Subscriber. The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees as follows:
Acknowledgments of the Subscriber. The Subscriber acknowledges that:
(a) The Subscriber has received the Offering Memorandum and Declaration of Trust in connection with the Subscriber’s purchase of the Units;
(b) The Issuer will complete additional financings in the future in order to further its objectives and such future financings may have a dilutive effect on current Unitholders, including the Subscriber;
(c) No prospectus has been filed by the Issuer with a Regulator (as defined below) in connection with the issuance of the Units, the issuance of the Units is exempted from the prospectus requirements under Applicable Securities Law (as defined below), and as a result:
(i) The Subscriber is restricted from using most of the civil remedies available under Applicable Securities Law; and
(ii) The Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under Applicable Securities Law.
Acknowledgments of the Subscriber. The Subscriber acknowledges and agrees as follows:
(i) None of the Shares have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities laws;
(ii) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act, except in accordance with Section 5 of this Subscription Agreement;
(iii) no prospectus or offering memorandum within the meaning of the securities laws has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Subscription (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Company;
(iv) the decision to execute this Subscription Agreement and acquire the Shares 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 adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the XXXXX database maintained by the U.S. Securities and Exchange Commission (the “ SEC”) at xxx.xxx.xxx;
(v) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by or contemplated in applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including without limitation in printed media...
Acknowledgments of the Subscriber. The Subscriber acknowledges that there have been no representations, guarantees or warranties made to him by the Company or Nirvana, or its agents or employees, or by other person, expressly or implication, of any nature or kind. Further, Subscriber expressly acknowledges that it has relied solely on this Subscription Agreement in determining whether to make this investment and not on any other information or representations, whether oral or written.
Acknowledgments of the Subscriber. The Subscriber, on its own behalf and on behalf of others for whom it is contracting, acknowledges and agrees as follows:
(1) No securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities.
(2) The Securities are subject to statutory resale restrictions under the Securities Laws of the province in which the Subscriber resides and under other applicable securities laws.
(3) The Subscriber, and each beneficial purchaser for whom it is contracting hereunder, have been advised to consult legal advisors with respect to trading in the Securities and with respect to the resale restrictions imposed by the Securities Laws in which the Subscriber resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods or other resale restrictions applicable to such securities, that the Subscriber (or others for whom it is contracting thereunder) are solely responsible (and neither the Corporation nor the Agent are in any way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it (or beneficial purchasers for whom it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under the Securities Laws and other applicable securities laws.
(4) The certificate representing the Purchased Shares and the Warrants will bear, and the certificates representing the Warrant Shares may bear, a legend referring to the resale restrictions referred to above.
