Authorization and Effectiveness. If the Subscriber is an individual, it is of the full age of majority and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder, or if the Subscriber is a corporation, the Subscriber is a valid and subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof or, if the Subscriber is a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, if the Subscriber is subscribing for Common Shares hereunder as agent for a principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and, in any case, upon acceptance by the Corporation, this Subscription Agreement has been duly and validly authorized, executed and delivered by the Subscriber and constitutes a legal, valid and binding contract of the Subscriber (and any beneficial purchaser whom the Subscriber is subscribing on behalf of) enforceable against the Subscriber (and any beneficial purchaser whom the Subscriber is subscribing on behalf of) in accordance with its terms and will not result in a violation of any of the Subscriber’s applicable constating documents, any of the terms or provisions of any law applicable to the Subscriber or any agreement to which the Subscriber is a party or by which it is bound;
Authorization and Effectiveness. If the Subscriber is a corporation, the Subscriber is a valid and subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this subscription agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof. If the Subscriber is a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this subscription agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof. If the Subscriber is a natural person, he or she has obtained the age of majority and is legally competent to execute this subscription agreement and to take all actions required pursuant thereto. Whether the Subscriber is a natural person or a corporation, partnership or other entity, upon acceptance by the Corporation, this subscription agreement will constitute a legal, valid and binding contract of the Subscriber, and any beneficial purchaser for whom it is purchasing, enforceable against the Subscriber and any such beneficial purchaser in accordance with its terms.
Authorization and Effectiveness. If the Purchaser is:
(i) an individual, it is of the full age of majority and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder, or
(ii) a corporation, it is duly incorporated and is a valid and existing corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Purchaser’s Units and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, or
(iii) a partnership, syndicate or other form of unincorporated organization, it has the necessary legal capacity and authority to execute and deliver this Subscription Agreement, to subscribe for the Purchaser’s Units and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, in any case, upon acceptance by the Fund, this Subscription Agreement will constitute a legal, valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms and will not result in a violation of or create a state of facts which, after notice, lapse of time or both, would constitute a default or breach of any of the Purchaser’s constating documents, by-laws or authorizing resolutions, any agreement to which the Purchaser is a party or by which it is bound or any judgement, law, decree, order, statute, rule or regulation applicable to the Purchaser;
Authorization and Effectiveness. If the Purchaser is a corporation, the Purchaser is a valid and subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, or, if the Purchaser is an individual, partnership, syndicate or other form of unincorporated organization, the Purchaser has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, in either case, upon acceptance by the Company, this offer will constitute a legal, valid and binding contract of the Purchaser enforceable against the Purchaser in accordance with its terms and will not result in a violation of any of the Purchaser’s constating documents or any agreement to which the Purchaser is a party or by which it is bound;
Authorization and Effectiveness. The Purchaser is an individual of the full age of majority resident in the Province of Ontario and has all requisite legal capacity and competence to execute and deliver this Subscription Agreement and to observe and perform his or her covenants and obligations hereunder, or under any agreement to which the Purchaser is a party or by which the Purchaser is bound or any law applicable to the Purchaser or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser;
Authorization and Effectiveness. It has the legal capacity and competence to enter into and be bound by this Subscription Agreement and further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained;
Authorization and Effectiveness. 1.1 The Lender is purchasing the securities as principal for its own account and not for the benefit of any other person:
(a) the Lender is the spouse, parent, grandparent, brother, sister or child of a director, "senior officer" (as that term is defined in the Securities Act (British Columbia) and set out in Schedule "E" to this Agreement) or control person of the Company, OR
(i) a close personal friend of a director, senior officer or control person of the Company; OR
(ii) a close business associate of a director, senior officer or control person of the Company, OR
(iii) a current holder of "designated securities" of the Company (as that term is defined in Multilateral Instrument 00-000 Xxxxxxx Raising Exemptions ("MI 45-103") and set out in Schedule "E" to this Agreement), OR
(iv) an "accredited investor" (as that term is defined in MI 45-103 and set out in Schedule "E" to this Agreement), OR
(v) a person or company that is wholly-owned by any combination of persons or companies described in subparagraphs (I) to (vi) above, OR
(vi) a person or company that is not the public;
(b) if the Lender is resident of an "International Jurisdiction" (which means a country other than Canada or the United States) then:
(i) the Lender is knowledgeable of, or has been independently advised as to, the applicable Securities Laws of the International Jurisdiction which would apply to this subscription, if there are any,
(ii) the Lender is purchasing the securities pursuant to applicable Exemptions (the "Exemptions") from the registration and prospectus and equivalent requirements of all rules, policies, notices, orders and legislation of any kind whatsoever under the Securities Laws of that International Jurisdiction or, if such is not applicable, the Lender is permitted to purchase the securities under the applicable Securities Laws of the International Jurisdiction without the need to rely on Exemptions, and
(iii) the applicable Securities Laws to do not require the Company to make any filings or seek any approvals of any kind whatsoever in the International Jurisdiction, and the Lender will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii) and (iii) above to the satisfaction of the Company, acting reasonably;
(c) the Lender is not a "U.S. Person" (as defined under Regulation S made under the United States Securities Act of 1...
Authorization and Effectiveness. If the Subscriber is a corporation, the Subscriber is a valid and subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof. If the Subscriber is a corporation, the entering into of this Subscription Agreement and the completion of the transactions contemplated hereby will not result in a violation of any of the terms and provisions of any law applicable to the Subscriber or of any of its constating documents or of any agreement, written or oral, to which it is a party or by which it may be bound. If the Subscriber is a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof. If the Subscriber is a natural person, he or she has attained the age of majority and is legally competent to execute this Subscription Agreement, to be bound by its terms and to take all actions required pursuant hereto. Whether the Subscriber is a natural person or a corporation, partnership or other entity, upon acceptance by the Manager, this Subscription Agreement will constitute a legal, valid and binding contract of the Subscriber, enforceable against the Subscriber in accordance with its terms.
Authorization and Effectiveness. 1.1 The Lender is purchasing the securities as principal for its own account and not for the benefit of any other person.
1.2 The Lender is:
(a) a director, officer, employee, "founder" (as that term is defined in Multilateral Instrument 00-000 Xxxxxxx Raising Exemptions ("MI 45-103") and set out in Schedule "E" to this Agreement) or "control person" (as that term is defined in the Securities Act (British Columbia) and set out in Schedule "E" to this Agreement) of the Corporation; OR
(b) a spouse, parent, grandparent, brother, sister or child of a director, "senior officer" (as that term is defined in the Securities Act (British Columbia) and set out in Schedule "E" to this Agreement), founder or control person of the Corporation; OR
(c) a parent, grandparent, brother, sister or child of the spouse of a director, senior officer, founder or control person of the Corporation; OR
(d) a close personal friend of a director, senior officer, founder or control person of the Corporation; OR
(e) a close business associate of a director, senior officer, founder or control person of the Corporation; OR
(f) a current holder of "designated securities" of the Corporation (as that term is defined in MI 45-103 and set out in Schedule "E" to this Agreement); OR
(g) an "accredited investor" (as that term is defined in MI 45-103 and set out in Schedule "E" to this Agreement); OR
(h) 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 (a) to (g) above; OR
(i) a trust or estate of which all of the beneficiaries or a majority of the trustees are persons or companies described in subparagraphs (a) to (g); OR
(j) a person or company that is not the public;
1.3 If the Lender is resident of an "International Jurisdiction" (which means a country other than Canada or the United States) then:
(a) the Lender is knowledgeable of, or has been independently advised as to, the applicable Securities Laws of the International Jurisdiction which would apply to this subscription, if there are any,
(b) the Lender is purchasing the securities pursuant to applicable Exemptions (the "Exemptions") from the registration and prospectus and equivalent requirements of all rules, policies, notices, orders and legislation of any kind whatsoever under the Securities Laws of that International Jurisdiction or, if such is not applicable, the Lender is permitted to purchase the securiti...
Authorization and Effectiveness if the Subscriber is an individual, the Subscriber is of the full age of majority in the jurisdiction in which this Subscription Agreement is executed and is legally competent to execute, deliver and be bound by this Subscription Agreement, to perform all of its obligations hereunder and to undertake all actions required of the Subscriber hereunder;
