All Purchasers. The Purchaser represents and certifies to the Corporation that the Purchaser is (tick one or more of the following boxes):
(i) a director, executive officer* or control person* of the Corporation or of an affiliate* of the Corporation o
(ii) a spouse, parent, grandparent, brother, sister or child of a director, executive officer* or control person* of the Corporation or of an affiliate* of the Corporation, being o
(iii) a parent, grandparent, brother, sister or child of the spouse of a director, executive officer* or control person* of the Corporation or of an affiliate* of the Corporation, being o
(iv) a close personal friend of a director, executive officer* or control person* of the Corporation or of an affiliate* of the Corporation , being (complete (1) below) o
(v) a close business associate of a director, executive officer* or control person* of the Corporation or an affiliate* of the Corporation, being (complete (1) below) o
(vi) a founder of the Corporation or a spouse, parent, grandparent, brother, sister, child, close personal friend or close business associate of a founder of the Corporation, being o
(vii) a parent, grandparent, brother, sister or child of the spouse of a founder of the Corporation, being o
(viii) a person or company of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies described in subparagraphs (i) to (vii) above, being o
(ix) a trust or estate of which all of the beneficiaries or a majority of the trustees are persons or companies described in subparagraphs (i) to (vii) above, being o
(x) an accredited investor* (complete (2) below) o
(xi) undertaking a purchase as principal of Securities in the amount of Cdn.$150,000 or more o
(xii) not resident in Canada or the United States o *See the definitions in Schedule "B" to this Agreement.
(1) If you are a close personal friend or close business associate of a director, executive officer or control person of the Corporation, please indicate how long you have known the individual and describe the nature of your relationship, including how you are in a position to assess the capabilities and trustworthiness of the individual.
(2) If you are an accredited investor, please describe how you qualify based on the definition in Schedule "B" to this Agreement. Paragraph Description of Qualifications
All Purchasers. If you, or any beneficial purchaser for whom you are contracting, are resident in, or are otherwise subject to the Securities Laws of a jurisdiction of Canada, then either of paragraph 4B(a) or 4B(b) applies to you:
All Purchasers. All Purchasers must complete all the information on pages 1 and 2, and sign where indicated on page 2, of this Subscription Agreement.
All Purchasers o All Purchasers must complete all the information in the boxes on pages 3 to 4 and sign where indicated . The purpose of the form is to determine whether you meet the standards for participation in a private placement under NI 45-106 (as defined herein).
All Purchasers o All Purchasers must complete all the information in the boxes on pages 3 to 4 and sign where indicated. The purpose of the form is to determine whether you meet the standards for participation in a private placement under NI 45-106 (as defined herein). Canadian Purchasers All Purchasers resident in Canada must complete either Schedule “A” or Schedule “B” Schedule A - “Accredited Investors” o All Purchasers resident in Canada purchasing as “Accredited Investors” must complete and sign the Accredited Investor Certificate for All Accredited Investors attached hereto as Schedule “A”. o Purchasers relying on exemption (j) (k) or (l) of the Accredited Investor Certificate for All Accredited Investors, must also complete and sign the Individual Accredited Investor Risk Acknowledgement Form attached hereto as Appendix “1” to Schedule “A”. o Purchasers resident in Canada purchasing as "Family, Friends and Business Associates" must complete Schedule B - Qualified Investor Certificate on pages B-1 to B-2 including, if resident in Ontario, Appendix 1 to Schedule B or if resident in Saskatchewan, Appendix 2 to Schedule "B".
All Purchasers. The Purchaser represents and certifies to the Corporation that the Purchaser is (tick one or more of the following boxes): a director, senior officer* or control person* of the Corporation or of an Affiliate of the Corporation ¨ a spouse, parent, grandparent, brother, sister or child of a director, senior officer* or control person* of the Corporation or of an Affiliate of the Corporation, being __________________ ¨ a parent, grandparent, brother, sister or child of the spouse of a director, senior officer, or control person of the Corporation or of an affiliate of the Corporation, being ______________________ ¨ a close personal friend of a director, senior officer* or control person* of the Corporation or of an Affiliate of the Corporation , being ________________________________ (complete (1) below) ¨ a close business associate of a director, senior officer* or control person* of the Corporation or an Affiliate, being __________________________________ (complete (1) below) ¨ a founder of the Corporation or a spouse, parent, grandparent, brother, sister, child, close personal friend or close business associate of a founder of the Corporation, being _____________________ ¨ a parent, grandparent, brother, sister or child of the spouse of a founder of the Corporation, being _______________________________________________________ ¨ a person or company of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies described in subparagraphs (i) to (vii) above, being ______________________________________ ¨ a trust or estate of which all of the beneficiaries or a majority of the trustees are persons or companies described in subparagraphs (i) to (vii) above, being __________________________ ¨ an accredited investor* (complete (2) below) ¨ undertaking a purchase as principal of Securities in the amount of Cdn.$97,000 or more ¨
All Purchasers. Claims as well as any other claims that the Purchasers may have under this Agreement shall become time-barred (verjähren) eighteen (18) months after the Closing Date, except that (i) all claims resulting from a Leakage Breach shall become time-barred four (4) months after the Closing Date and (ii) all claims resulting from a breach of a covenant or undertaking of the Sellers under this Agreement shall become time-barred at the later of eighteen (18) months after the Closing Date or, in the case of the covenants in Section 12, Section 13 and Section 17, after the expiration thirty-six (36) months from the Closing Date, (iii) all Exempted Claims as well as any other claims that the Purchaser may have under this Agreement shall become time-barred four (4) years after the Closing Date, and (iv) all claims pursuant to Section 16 shall become time-barred five (5) years after the Closing Date. EXECUTION COPY
All Purchasers. As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred eighty (180) days thereafter, the Company shall furnish to each Purchaser a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared by management of the Company.
All Purchasers. Please complete the required personal information on page 2 and Appendix I of the Agreement.
All Purchasers. Each Purchaser severally represents that it is purchasing the Notes as principal for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds on behalf of which its purchase is deemed to be as principal under applicable securities legislation, for investment purposes, and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each such Purchaser understands that the distribution of the Notes has not been qualified by a prospectus under Canadian federal or provincial securities laws and may be transferred or resold (including by pledge or hypothecation) in Canada only in compliance with applicable Canadian federal and provincial securities laws, and that the Company is not required to qualify their distribution in Canada. Each such Purchaser has been advised to consult its own legal advisors with respect to applicable re-sale restrictions and it will comply with all applicable securities legislation concerning any re-sale of the Notes. Each such Purchaser is knowledgeable, sophisticated and experienced in business and financial matters; it has previously invested in securities similar to the Notes (but issued by other Persons); and it (or, if it is purchasing for a managed account, such account on behalf of which such Purchaser is acting) is able to bear the economic risk of its investment in the Notes and is presently able to afford the complete loss of such investment; it (or, if it is purchasing for a managed account, such account on behalf of which such Purchaser is acting) is an “accredited investor” as such term is defined in National Instrument 45-106 and it acknowledges it has been afforded sufficient access to information about the Trust and its Subsidiaries and their financial condition and business sufficient to enable it to evaluate its investment in the Notes. The Purchasers acknowledge that the Notes shall bear a legend substantially in the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND HAS NOT BEEN QUALIFIED UNDER ANY APPLICABLE CANADIAN SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE U.S. FEDERAL AND STATE SECURITIES LAWS, CANADIAN SECURITIES LAWS OR APPLI...
