Common use of Canadian Legends Clause in Contracts

Canadian Legends. The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities (if issued prior to the day that is four (4) months and one(1) day after the Closing Date) will bear, or if such Securities are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day that is four months and a one day after the Closing Date: UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]. In addition, the certificates representing the Shares, and if issued before the day that is four (4) months and one (1) day after the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to the contrary, the terms of this Agreement and the Warrants require the Company to deliver the Shares and Warrant Shares at the Closing or upon exercise of the Warrants via the DWAC system and accordingly such Shares and Warrant Shares will have no restrictions on resale on any facilities of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Golden Minerals Co), Securities Purchase Agreement (Golden Minerals Co), Securities Purchase Agreement (Golden Minerals Co)

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Canadian Legends. The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities Shares, the Warrants and the Warrant Shares (if issued prior to the day that is four (4) months and one(1) one day after the Closing Date) will bear, or if such Securities Shares, Warrants and Warrant Shares are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day that is four months and a one day after the Closing Date: UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]SEPTEMBER 7, 2016. In addition, the certificates representing the Shares, and if issued before the day that is four (4) months and one (1) day after the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to the contrary, the terms of this Agreement and the Warrants Warrant require the Company to deliver the Shares and Warrant Shares Shares, at the Closing or upon exercise of the Warrants via the DWAC system and accordingly such Shares and Warrant Shares Securities will have no restrictions on resale on any facilities of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyMarket.

Appears in 1 contract

Samples: Securities Purchase Agreement (Golden Minerals Co)

Canadian Legends. The Purchaser acknowledges that Until the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities (if issued prior to the day that is four (4) months and one(1) day after the Closing Date) will bear, or if such Securities are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day date that is four months and a one day after following the Closing Datedate hereof, this Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend in substantially the following form: UNLESS PERMITTED UNDER APPLICABLE CANADIAN PROVINCIAL SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]. In additionAPRIL 7, 2017.” Until the certificates representing the Shares, and if issued before the day date that is four (4) months and one (1) day after following the Closing Datedate hereof, the all Warrant Shares, will bear Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend in substantially the following legendform: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT GOOD DELIVERYIN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to .” In the contrary, the terms of event that this Agreement and the Warrants require the Company to deliver the Shares and Warrant or any Warrant Shares at the Closing or issued upon exercise of this Warrant are included in a direct registration or other electronic book entry system, or if the Warrants via Holder does not directly receive a certificate representing the DWAC system and accordingly such Shares and Warrant Shares will have no restrictions on resale on any facilities Shares, the Company has hereby provided the Holder with written notice pursuant to section 2.5(2)(3.1) of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modifyNational Instrument 45-102 – Resale of Securities that: “UNLESS PERMITTED UNDER APPLICABLE CANADIAN PROVINCIAL SECURITIES LEGISLATION, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyTHE HOLDER OF COMMON SHARES MUST NOT TRADE] THE COMMON SHARES BEFORE APRIL 7, 2017.

Appears in 1 contract

Samples: Credit Agreement and Guaranty (VBI Vaccines Inc/Bc)

Canadian Legends. The Purchaser acknowledges that (i) Until the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities (if issued prior to the day that is four (4) months and one(1) day after the Closing Date) will bear, or if such Securities are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day date that is four months and a one day after following the Closing Date, any physical certificates representing the Purchased Shares must bear a legend substantially in the following form: UNLESS PERMITTED UNDER APPLICABLE CANADIAN PROVINCIAL SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]OCTOBER 21, 2016. In addition, the certificates representing the Shares, and if issued before the day that is four (4) months and one (1) day after the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE "TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to (ii) In the contraryevent that the Purchased Shares are entered into a direct registration or other electronic book entry system, or if the Investor did not directly receive a certificate representing the Purchased Shares, the terms Company has hereby provided the Investor with written notice pursuant to section 2.5(2)(3.1) of National Instrument 45-102 - Resale of Securities that: UNLESS PERMITTED UNDER APPLICABLE CANADIAN PROVINCIAL SECURITIES LEGISLATION, THE HOLDER OF COMMON SHARES MUST NOT TRADE THE COMMON SHARES BEFORE OCTOBER 21, 2016." (v) Not Proceeds of Crime. The funds representing the Investment Amount which will be advanced by such Investor hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as may be amended from time to time (the "PCMLTFA") and such Investor acknowledges that the Company may in the future be required by law to disclose such Investor's name and other information relating to this Agreement and such Investor's subscription hereunder, on a confidential basis, pursuant to the Warrants require PCMLTFA. To the Company to deliver the Shares and Warrant Shares at the Closing or upon exercise best of its knowledge: (i) none of the Warrants via funds representing the DWAC system and accordingly Investment Amount to be provided by such Shares and Warrant Shares Investor: (A) have been or will have no restrictions on resale on be derived from or related to any facilities activity that is deemed criminal under the laws of Canada, the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document United States or any other document jurisdiction, or instrument executed and/or delivered in connection with this Agreement (B) are being tendered on behalf of a person or the consummation of the transactions contemplated hereby.entity who has not been identified to such Investor; and (ii) such Investor shall promptly notify 16

Appears in 1 contract

Samples: Version Share Purchase Agreement (Perceptive Advisors LLC)

Canadian Legends. The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities Shares, the Warrants and the Warrant Shares (if issued prior to the day that is four (4) months and one(1) one day after the Closing Date) will bear, or if such Securities Shares, Warrants and Warrant Shares are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day that is four months and a one day after the Closing Date: UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]DECEMBER 1, 2020. In addition, the certificates representing the Shares, and if issued before the day that is four (4) months and one (1) day after the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to the contrary, the terms of this Agreement and the Warrants Warrant require the Company to deliver the Shares and Warrant Shares Shares, at the Closing or upon exercise of the Warrants via the DWAC system and accordingly such Shares and Warrant Shares Securities will have no restrictions on resale on any facilities of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyMarket.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ur-Energy Inc)

Canadian Legends. The Purchaser acknowledges that Until the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities (if issued prior to the day that is four (4) months and one(1) day after the Closing Date) will bear, or if such Securities are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day date that is four months and a one day after following the Closing Datedate hereof, this Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend in substantially the following form: "UNLESS PERMITTED UNDER APPLICABLE CANADIAN PROVINCIAL SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]. In additionAPRIL 7, 2017." Until the certificates representing the Shares, and if issued before the day date that is four (4) months and one (1) day after following the Closing Datedate hereof, the all Warrant Shares, will bear Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend in substantially the following legendform: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE "TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to ." In the contrary, the terms of event that this Agreement and the Warrants require the Company to deliver the Shares and Warrant or any Warrant Shares at the Closing or issued upon exercise of this Warrant are included in a direct registration or other electronic book entry system, or if the Warrants via Holder does not directly receive a certificate representing the DWAC system and accordingly such Shares and Warrant Shares will have no restrictions on resale on any facilities Shares, the Company has hereby provided the Holder with written notice pursuant to section 2.5(2)(3.1) of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modifyNational Instrument 45-102 - Resale of Securities that: "UNLESS PERMITTED UNDER APPLICABLE CANADIAN PROVINCIAL SECURITIES LEGISLATION, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyTHE HOLDER OF COMMON SHARES MUST NOT TRADE] THE COMMON SHARES BEFORE APRIL 7, 2017." (c)

Appears in 1 contract

Samples: Perceptive Advisors LLC

Canadian Legends. The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities (if issued prior to Shares and the day that is four (4) months Warrant Shares and one(1) day after any certificate representing the Closing Date) Additional Shares and the Additional Warrant Shares issuable upon the exercise of the Additional Warrants will bear, or if such Securities the Shares, Additional Shares and Warrant Shares are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities and Additional Securities being subject to, the legend set forth below until the day that is four months and a one day after the Closing Datebelow: UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATEInsert four months plus 1 day from the distribution date of the Shares or Warrants governing such Warrant Shares]. In addition, the certificates representing the Shares, and if issued before the day that is four (4) months and one (1) day after the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. .” The certificates representing the Warrants and the Additional Warrants will bear the legend set forth below: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [Insert four months plus 1 day from the distribution date of the Warrants or Additional Warrants].” Notwithstanding anything herein to the contrary, the terms of this Agreement and the Warrants Warrant require the Company to deliver the Shares, Additional Shares and Warrant Shares Shares, at the applicable Closing or upon exercise of the Warrants via the DWAC system and accordingly such Shares and Warrant Shares securities will have no restrictions on resale on any facilities of the U.S. US Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyMarket.

Appears in 1 contract

Samples: Securities Purchase Agreement (Rare Element Resources LTD)

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Canadian Legends. The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities Shares, the Warrants and the Warrant Shares (if issued prior to the day that is four (4) months and one(1) one day after the Closing Date) will bear, or if such Securities Shares, Warrants and Warrant Shares are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day that is four months and a one day after the Closing Date: UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]NOVEMBER 18, 2019. In addition, the certificates representing the Shares, and if issued before the day that is four (4) months and one (1) day after the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to the contrary, the terms of this Agreement and the Warrants Warrant require the Company to deliver the Shares and Warrant Shares Shares, at the Closing or upon exercise of the Warrants via the DWAC system and accordingly such Shares and Warrant Shares Securities will have no restrictions on resale on any facilities of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyMarket.

Appears in 1 contract

Samples: Securities Purchase Agreement (Golden Minerals Co)

Canadian Legends. The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities (if issued prior to Shares and the day that is four (4) months and one(1) day after the Closing Date) Warrant Shares will bear, or if such Securities the Shares and Warrant Shares are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day that is four months and a one day after the Closing Datebelow: UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATEInsert four months plus 1 day from the distribution date of the Shares or Warrants governing such Warrant Shares]. In addition, the certificates representing the Shares, and if issued before the day that is four (4) months and one (1) day after the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. .” The certificates representing the Warrants will bear the legend set forth below: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [Insert four months plus 1 day from the distribution date of the Warrants].” Notwithstanding anything herein to the contrary, the terms of this Agreement and the Warrants Warrant require the Company to deliver the Shares and Warrant Shares Shares, at the Closing or upon exercise of the Warrants via the DWAC system and accordingly such Shares and Warrant Shares securities will have no restrictions on resale on any facilities of the U.S. US Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyMarket.

Appears in 1 contract

Samples: Securities Purchase Agreement (Rare Element Resources LTD)

Canadian Legends. The Purchaser acknowledges that the Securities are not being qualified pursuant to a prospectus for distribution to the public in Canada under applicable Canadian securities laws and are not freely tradeable in any Province or Territory of Canada. Any certificate representing the Securities Shares, the Warrants and the Warrant Shares (if issued prior to the day that is four (4) months and one(1) one day after the Closing Date) will bear, or if such Securities Shares, Warrants and Warrant Shares are entered into a direct registration or other electronic book-entry system then the Purchaser acknowledges notice of such Securities being subject to, the legend set forth below until the day that is four months and a one day after the Closing Date: UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY FROM THE CLOSING DATE]AUGUST 24, 2020. In addition, the certificates representing the Shares, and if issued before the day that is four (4) months and one (1) day after the Closing Date, the Warrant Shares, will bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX. Notwithstanding anything herein to the contrary, the terms of this Agreement and the Warrants Warrant require the Company to deliver the Shares and Warrant Shares Shares, at the Closing or upon exercise of the Warrants via the DWAC system and accordingly such Shares and Warrant Shares Securities will have no restrictions on resale on any facilities of the U.S. Trading Market The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated herebyMarket.

Appears in 1 contract

Samples: Securities Purchase Agreement (Golden Minerals Co)

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