Canadian Exemptions Representations, Acknowledgements and Warranties. (a) The Subscriber understands that it is purchasing the Subscribed for Shares pursuant to the Canadian Exemptions from the registration and prospectus requirements of applicable securities legislation in Canada (the “Canadian Securities Laws”) and, as a consequence, (A) certain rights, remedies and protections under securities legislation will not be available to the Subscriber in connection with the purchase of the Shares; (B) the Subscriber may not receive information that would otherwise be required to be provided to it under securities legislation; and (C) the Company is relieved from certain obligations that would otherwise apply under securities legislation; (b) the Subscriber is purchasing the Subscribed for Shares as principal solely for its own benefit and not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Subscribed for Shares and if the Subscriber is resident in Alberta or British Columbia, the Subscriber is (A) an "accredited investor" as such term is defined in "MI 45-103" (which definition is reproduced in the Schedule to Exhibit "1.4(d)” attached hereto) and has executed and delivered a duly completed Representation Letter in the form attached hereto as Exhibit "1.4(d)" representing that the Subscriber fits within one of the categories of "accredited investor" set forth in such definition; or (C) satisfies the definition of Family and Friends; and (c) the Subscriber is purchasing the Subscribed for Shares as principal solely for its own benefit and not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Subscribed for Shares and if the Subscriber is resident in Ontario, the Subscriber is (A) an "accredited investor" as such term is defined in "Rule 45-501" (which definition is reproduced in the Schedule to Exhibit "1.4(e)" attached hereto) and has executed and delivered a duly completed Representation Letter in the form attached hereto as Exhibit "14(e)" representing that the Subscriber fits within one of the categories of "accredited investor" set forth in such definition.
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Samples: Subscription Agreement (Mogul Energy International, Inc.), Subscription Agreement (Mogul Energy International, Inc.)
Canadian Exemptions Representations, Acknowledgements and Warranties. (a) The Subject to the further requirements of Section 2.3 hereof, if the Subscriber is a resident of Alberta, British Columbia, Ontario or Saskatchewan, Canada, the Subscriber understands that it is purchasing the Subscribed for Flow-Through Shares pursuant to the Canadian Exemptions certain exemptions from the registration and prospectus requirements of applicable securities legislation in Canada (the “Canadian Securities Laws”) afforded by, without limitation, Sections 2.3 [Accredited Subscribers], and 2.5 [Family, friends and business associates] of NI 45-106 and, as a consequence, (A) certain rights, remedies and protections under securities legislation will not be available to the Subscriber in connection with the purchase of the Subscribed for Flow-Through Shares; (B) the Subscriber may not receive information that would otherwise be required to be provided to it under securities legislation; and (C) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(b) the Canadian Securities Laws. The Subscriber is purchasing the Subscribed for Flow-Through Shares as principal solely for its own benefit and not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Subscribed for Flow-Through Shares and if the Subscriber is resident in Alberta or British Columbia, the Subscriber is (A) an "accredited investor" “Accredited Investor” as such term is defined in "MI NI 45-103" (which definition is reproduced in the Schedule to Exhibit "1.4(d)” attached hereto) and 106, has executed and delivered a duly completed Representation Letter in the form attached hereto as Exhibit "1.4(d)" “Exhibits C-1, C-2, or C-3” as applicable, representing that the Subscriber fits within one of the categories of "accredited investor" “Accredited Investor” set forth in such definitiondefinition and was not created and/or used solely to purchase or hold the Subscribed for Flow-Through Shares; or (CB) satisfies the definition of Family and Friends; and
Friends (cAlberta and BC) the Subscriber is purchasing the Subscribed for Shares or Family and Friends (Ontario) as principal solely for its own benefit and not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Subscribed for Shares and if the Subscriber is resident in Ontario, the Subscriber is (A) an "accredited investor" as such term is defined in "Rule 45-501" (which definition is reproduced applicable in the Schedule to Exhibit "1.4(e)" attached hereto) and has executed and delivered a duly completed Representation Letter province in the form attached hereto as Exhibit "14(e)" representing that the Subscriber fits within one of the categories of "accredited investor" set forth in such definition.which he resides. Mogul Energy International, Inc. Regulation S Offering December 12, 2007
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Samples: Flow Through Subscription Agreement (Mogul Energy International, Inc.)
Canadian Exemptions Representations, Acknowledgements and Warranties. (a) The Subscriber understands that it is purchasing the Subscribed for Flow-Through Shares pursuant to the Canadian Exemptions certain exemptions from the registration and prospectus requirements of applicable securities legislation in Canada (the “Canadian Securities Laws”) afforded by, without limitation, Sections 2.3 [Accredited Investors], 2.5 [Family, friends and business associates], and 2.7 [Family, friends and business associates (Ontario)] of NI 45-106 and, as a consequence, (A) certain rights, remedies and protections under securities legislation will not be available to the Subscriber in connection with the purchase of the Shares; (B) the Subscriber may not receive information that would otherwise be required to be provided to it under securities legislation; and (C) the Company is relieved from certain obligations that would otherwise apply under securities legislation;; and
(b) the Subscriber is purchasing the Subscribed for Flow-Through Shares as principal solely for its own benefit and not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Subscribed for Flow-Through Shares and if the Subscriber is resident in Alberta or British Columbia, the Subscriber is (A) an "“accredited investor" ” as such term is defined in "MI NI 45-103" (which definition is reproduced in the Schedule to Exhibit "1.4(d)” attached hereto) and 106, has executed and delivered a duly completed Representation Letter in the form attached hereto as Exhibit "1.4(d“Exhibits 1.5 (A)" , (B) or (C)” as applicable, representing that the Subscriber fits within one of the categories of "“accredited investor" ” set forth in such definitiondefinition and was not created and/or used solely to purchase or hold the Subscribed for Flow-Through Shares; or (CB) satisfies the definition of Family and Friends; and
Friends (cAlberta and BC) the Subscriber is purchasing the Subscribed for Shares or Family and Friends (Ontario) as principal solely for its own benefit and not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Subscribed for Shares and if the Subscriber is resident in Ontario, the Subscriber is (A) an "accredited investor" as such term is defined in "Rule 45-501" (which definition is reproduced applicable in the Schedule to Exhibit "1.4(e)" attached hereto) and has executed and delivered a duly completed Representation Letter province in the form attached hereto as Exhibit "14(e)" representing that the Subscriber fits within one of the categories of "accredited investor" set forth in such definitionwhich he resides.
Appears in 1 contract
Samples: Subscription Agreement (Mogul Energy International, Inc.)
Canadian Exemptions Representations, Acknowledgements and Warranties. (a) The Subscriber understands that it is purchasing the Subscribed for Shares pursuant to the Canadian Exemptions certain exemptions from the registration and prospectus requirements of applicable securities legislation in Canada (the “Canadian Securities Laws”) afforded by, without limitation, Sections 2.3 [Accredited Investors], 2.4 [Private Issuers], 2.5[Family, friends and business associates], and 2.7 [Family, friends and business associates (Ontario)] and, as a consequence, (A) certain rights, remedies and protections under securities legislation will not be available to the Subscriber in connection with the purchase of the Shares; (B) the Subscriber may not receive information that would otherwise be required to be provided to it under securities legislation; and (C) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(b) the Subscriber is purchasing the Subscribed for Shares as principal solely for its own benefit and not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Subscribed for Shares and if the Subscriber is resident in Alberta or British Columbia, the Subscriber is (A) an "accredited investor" as such term is defined in "MI NI 45-103" (which definition is reproduced in the Schedule to Exhibit "1.4(d)” attached hereto) 106 and has executed and delivered a duly completed Representation Letter in the form attached hereto as Exhibit "1.4(d1.5 (a)" , (b) or (c) as applicable, representing that the Subscriber fits within one of the categories of "accredited investor" set forth in such definition; or (CB) satisfies the definition of Family and FriendsFriends (Alberta and BC) or Family and Friends (Ontario) as applicable in the province in which he resides; and
(c) the Subscriber is purchasing the Subscribed for Shares as principal solely for its own benefit and not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Subscribed for Shares and if the Subscriber is resident in Ontario, the Subscriber is (A) an "accredited investor" as such term is defined in "Rule 45-501" (which definition is reproduced in the Schedule to Exhibit "1.4(e)" attached hereto) and has executed and delivered a duly completed Representation Letter in the form attached hereto as Exhibit "14(e)" representing that the Subscriber fits within one of the categories of "accredited investor" set forth in such definition.
Appears in 1 contract
Samples: Subscription Agreement (Mogul Energy International, Inc.)