Common use of Authorization and Effectiveness Clause in Contracts

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 1933, which definition includes an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively is a U.S. Person) and the Lender understands and acknowledges that the securities have not and will not be registered under the United States Securities Act of 1933, and, subject to certain exceptions, the securities may not be offered or sold within the United States; (d) the Lender acknowledges that because this subscription is being made pursuant to the Exemptions: (i) the Lender is restricted from using certain of the civil remedies available under the applicable Securities Laws; (ii) the Lender may not receive information that might otherwise be required to be provided to the Lender under the applicable Securities Laws if the Exemptions were not being used, and (iii) the Company is relieved from certain obligations that would otherwise apply under the applicable Securities Laws if the Exemptions were not being used; and (e) if the Lender is a Company, the Lender is a valid and subsisting company, has the necessary corporate capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, or, if the Lender is a partnership, syndicate, trust or other form of unincorporated organization, the Lender has the necessary legal capacity and authority to execute and deliver this 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 the Company executing and delivering this Agreement, this Agreement will constitute a legal, valid and binding contract of the Lender enforceable against the Lender in accordance with its terms and neither the agreement resulting from such acceptance nor the completion of the transactions contemplated hereby conflicts with, or will conflict with, or results, or will result, in a breach or violation of any law applicable to the Lender, any constating documents of the Lender or any agreement to which the Lender is a party or by which the Lender is bound. 1.2 Whether the Lender is a natural person or a corporation, partnership or other entity, upon acceptance by the Company, the Agreement will have been duly executed and delivered and will constitute a legal, valid and binding contract of the Lender, and any beneficial lender for whom it is purchasing, enforceable against the Lender and any such beneficial lender 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:; (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 (Ii) 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 from any regulatory authority 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 1933, which definition includes an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively respectively, is a U.S. U. S. Person) and the Lender understands and acknowledges that the securities have not and will not be registered under the United States Securities Act of 1933, and, subject to certain exceptions, the securities may not be offered or sold within the United States; (d) the Lender acknowledges that because this subscription is being made pursuant to the Exemptions: (i) the Lender is restricted from using certain of the civil remedies available under the applicable Securities Laws;, (ii) the Lender may not receive information that might otherwise be required to be provided to the Lender under the applicable Securities Laws if the Exemptions were not being used, and (iii) the Company is relieved from certain obligations that would otherwise apply under the applicable Securities Laws if the Exemptions were not being used; and (e) if the Lender is a Companycompany, the Lender is a valid and subsisting company, has the necessary corporate capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, or, if the Lender is a partnership, syndicate, trust or other form of unincorporated organization, the Lender has the necessary legal capacity and authority to execute and deliver this 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 the Company executing and delivering this Agreement, this Agreement will constitute a legal, valid and binding contract of the Lender enforceable against the Lender in accordance with its terms and neither the agreement resulting from such acceptance nor the completion of the transactions contemplated hereby conflicts with, or will conflict with, or results, or will result, in a breach or violation of any law applicable to the Lender, any constating documents of the Lender or any agreement to which the Lender is a party or by which the Lender is bound. 1.2 Whether the Lender is a natural person or a corporation, partnership or other entity, upon acceptance by the Company, the Agreement will have been duly executed and delivered and will constitute a legal, valid and binding contract of the Lender, and any beneficial lender for whom it is purchasing, enforceable against the Lender and any such beneficial lender 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:; (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) the Lender is also an accredited "investor" as defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933 as set out in paragraph B of Schedule "F"; (c) 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 from any regulatory authority 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; (cd) the Lender is not a "U.S. Person" (as defined under Regulation S made under the United States Securities Act of 1933, which definition includes an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively respectively, is a U.S. U. S. Person) and the Lender understands and acknowledges that the securities have not and will not be registered under the United States Securities Act of 1933, and, subject to certain exceptions, the securities may not be offered or sold within the United States; (de) the Lender acknowledges that because this subscription is being made pursuant to the Exemptions: (i) the Lender is restricted from using certain of the civil remedies available under the applicable Securities Laws;, (ii) the Lender may not receive information that might otherwise be required to be provided to the Lender under the applicable Securities Laws if the Exemptions were not being used, and (iii) the Company is and VMII are relieved from certain obligations that would otherwise apply under the applicable Securities Laws if the Exemptions were not being used; and (ef) if the Lender is a Companycompany, the Lender is a valid and subsisting company, has the necessary corporate capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, or, if the Lender is a partnership, syndicate, trust or other form of unincorporated organization, the Lender has the necessary legal capacity and authority to execute and deliver this 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 the Company executing and delivering this Agreement, this Agreement will constitute a legal, valid and binding contract of the Lender enforceable against the Lender in accordance with its terms and neither the agreement resulting from such acceptance nor the completion of the transactions contemplated hereby conflicts with, or will conflict with, or results, or will result, in a breach or violation of any law applicable to the Lender, any constating documents of the Lender or any agreement to which the Lender is a party or by which the Lender is bound. 1.2 Whether the Lender is a natural person or a corporation, partnership or other entity, upon acceptance by the CompanyCompany and VMII, the Agreement will have been duly executed and delivered and will constitute a legal, valid and binding contract of the Lender, and any beneficial lender for whom it is purchasing, enforceable against the Lender and any such beneficial lender in accordance with its terms.