Common use of British Columbia Resale Restriction Clause in Contracts

British Columbia Resale Restriction. 6.1 The Optionee acknowledges that the Securities are subject to resale restrictions in British Columbia and may not be traded in British Columbia except as permitted by the Securities Act (British Columbia) (the “B.C. Act”) and the rules made thereunder. 6.2 Pursuant to Multilateral Instrument 45-102, as adopted by the British Columbia Securities Commission, a subsequent trade in the Securities will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the B.C. Act) unless certain conditions are met, which conditions include a hold period (the ”Canadian Hold Period”) that shall have elapsed from the date on which the Securities were issued to the Optionee and, during the currency of the Canadian Hold Period, any certificate representing the Securities is to be imprinted with a restrictive legend (the “Canadian Legend”). 6.3 By executing and delivering this Agreement, the Optionee will have directed the Company not to include the Canadian Legend on any certificates representing the Securities to be issued to the Optionee. As a consequence, the Optionee will not be able to rely on the resale provisions of Multilateral Instrument 45-102, and any subsequent trade in any of the Securities during or after the Canadian Hold Period 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: Stock Option Agreement (Southern Star Energy Inc.), Stock Option Agreement (Southern Star Energy Inc.)

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British Columbia Resale Restriction. 6.1 10.1 The Optionee Finder acknowledges that the Securities are subject to resale restrictions in British Columbia and may not be traded in British Columbia except as permitted by the Securities Act (British Columbia) (the “B.C. "BC Act") and the rules made thereunder. 6.2 10.2 Pursuant to Multilateral National Instrument 45-102, as adopted by the British Columbia Securities Commission, a subsequent trade in the Securities will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the B.C. BC Act) unless certain conditions are met, which conditions include a hold period (the "Canadian Hold Period") that shall have elapsed from the date on which the Securities were issued to the Optionee Finder and, during the currency of the Canadian Hold Period, any certificate representing the Securities is to be imprinted with a restrictive legend (the "Canadian Legend"). 6.3 10.3 By executing and delivering this Agreement, the Optionee Finder will have directed the Company not to include the Canadian Legend on any certificates representing the Securities to be issued to the Optionee. Finder. 10.4 As a consequence, the Optionee Finder will not be able to rely on the resale provisions of Multilateral National Instrument 45-102, and any subsequent trade in any of the Securities during or after the Canadian Hold Period 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: Finder's Fee Agreement (Arkanova Energy Corp), Securities Offering Agreement (Arkanova Energy Corp)

British Columbia Resale Restriction. 6.1 11.1 The Optionee Subscriber acknowledges that the Securities Conversion Shares and the Warrant Shares are subject to resale restrictions in British Columbia and may not be traded in British Columbia except as permitted by the Securities B.C. Act (British Columbia) (the “B.C. Act”) and the rules made thereunder. 6.2 11.2 Pursuant to Multilateral Instrument 45-102, as adopted by the British Columbia Securities CommissionBCSC, a subsequent trade in the Securities Conversion Shares or Warrant Shares will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the B.C. Act) unless certain conditions are met, which conditions include a hold period (the "Canadian Hold Period") that shall have elapsed from the date on which the Securities were issued to the Optionee Subscriber and, during the currency of the Canadian Hold Period, any certificate representing the Securities is to be imprinted with a restrictive legend (the "Canadian Legend"). 6.3 11.3 By executing and delivering this Agreement, the Optionee Subscriber will have directed the Company not to include the Canadian Legend on any certificates representing the Securities to be issued to the Optionee. Subscriber. 11.4 As a consequence, the Optionee Subscriber will not be able to rely on the resale provisions of Multilateral Instrument 45-102, and any subsequent trade in any of the Securities Conversion Shares or the Warrant Shares during or after the Canadian Hold Period 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 (Counterpath Solutions, Inc.), Private Placement Subscription Agreement (Counterpath Solutions, Inc.)

British Columbia Resale Restriction. 6.1 10.1 The Optionee Subscriber acknowledges that the Securities are subject to resale restrictions in British Columbia and may not be traded in British Columbia except as permitted by the Securities Act (British Columbia) (the “B.C. BC Act”) and the rules made thereunder. 6.2 10.2 Pursuant to Multilateral Instrument NI 45-102, as adopted by the British Columbia Securities CommissionBCSC, a subsequent trade in the Securities will be a distribution subject to the prospectus and registration requirements of applicable Canadian provincial securities legislation (including the B.C. BC Act) unless certain conditions are met, which conditions include a hold period (the Canadian Hold Period”) that shall have elapsed from the date on which the Securities were issued to the Optionee Subscriber and, during the currency of the Canadian Hold Period, any certificate representing the Securities is are to be imprinted with a restrictive legend (the “Canadian Legend”). 6.3 10.3 By executing and delivering this AgreementSubscription, the Optionee Subscriber will have directed the Company not to include the Canadian Legend on any certificates representing the Securities to be issued to the Optionee. Subscriber. 10.4 As a consequence, the Optionee Subscriber will not be able to rely on the resale provisions of Multilateral Instrument NI 45-102, and any subsequent trade in any of the Securities during or after the Canadian Hold Period 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 provincial securities legislation.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Colorado Goldfields Inc.)

British Columbia Resale Restriction. 6.1 10.1 The Optionee Subscriber acknowledges that the Securities are subject to resale restrictions in British Columbia and may not be traded in British Columbia except as permitted by the Securities Act (British Columbia) (the “B.C. BC Act”) and the rules made thereunder. 6.2 10.2 Pursuant to Multilateral Instrument NI 45-102, as adopted by the British Columbia Securities Commission, a subsequent trade in the Securities will be a distribution subject to the prospectus and registration requirements of applicable Canadian provincial securities legislation (including the B.C. BC Act) unless certain conditions are met, which conditions include a hold period (the Canadian Hold Period”) that shall have elapsed from the date on which the Securities were issued to the Optionee Subscriber and, during the currency of the Canadian Hold Period, any certificate representing the Securities is are to be imprinted with a restrictive legend (the “Canadian Legend”). 6.3 10.3 By executing and delivering this AgreementSubscription, the Optionee Subscriber will have directed the Company not to include the Canadian Legend on any certificates representing the Securities to be issued to the Optionee. Subscriber. 10.4 As a consequence, the Optionee Subscriber will not be able to rely on the resale provisions of Multilateral Instrument NI 45-102, and any subsequent trade in any of the Securities during or after the Canadian Hold Period 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 provincial securities legislation.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Colorado Goldfields Inc.)

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British Columbia Resale Restriction. 6.1 13.1 The Optionee Subscriber acknowledges that the Securities Conversion Shares and the Warrant Shares are subject to resale restrictions in British Columbia and may not be traded in British Columbia except as permitted by the Securities B.C. Act (British Columbia) (the “B.C. Act”) and the rules made thereunder. 6.2 13.2 Pursuant to Multilateral Instrument 45-102, as adopted by the British Columbia Securities CommissionBCSC, a subsequent trade in the Securities Conversion Shares or the Warrant Shares will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the B.C. Act) unless certain conditions are met, which conditions include a hold period (the "Canadian Hold Period") that shall have elapsed from the date on which the Securities were issued to the Optionee Subscriber and, during the currency of the Canadian Hold Period, any certificate representing the Securities is to be imprinted with a restrictive legend (the "Canadian Legend"). 6.3 13.3 By executing and delivering this Agreement, the Optionee Subscriber will have directed the Company not to include the Canadian Legend on any certificates representing the Securities to be issued to the Optionee. Subscriber. 13.4 As a consequence, the Optionee Subscriber will not be able to rely on the resale provisions of Multilateral Instrument 45-102, and any subsequent trade in any of the Securities Conversion Shares or the Warrant Shares during or after the Canadian Hold Period 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 (Counterpath Solutions, Inc.)

British Columbia Resale Restriction. 6.1 The Optionee acknowledges that the Securities are subject to resale restrictions in British Columbia and may not be traded in British Columbia except as permitted by the Securities Act (British Columbia) (the "B.C. Act") and the rules made thereunder. 6.2 Pursuant to Multilateral Instrument 45-102, as adopted by the British Columbia Securities Commission, a subsequent trade in the Securities will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the B.C. Act) unless certain conditions are met, which conditions include a hold period (the "Canadian Hold Period") that shall have elapsed from the date on which the Securities were issued to the Optionee and, during the currency of the Canadian Hold Period, any certificate representing the Securities is to be imprinted with a restrictive legend (the "Canadian Legend"). 6.3 By executing and delivering this Agreement, the Optionee will have directed the Company not to include the Canadian Legend on any certificates representing the Securities to be issued to the Optionee. As a consequence, the Optionee will not be able to rely on the resale provisions of Multilateral Instrument 45-102, and any subsequent trade in any of the Securities during or after the Canadian Hold Period 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: Stock Option and Subscription Agreement (Southern Star Energy Inc.)

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