Common use of Canadian Purchasers Clause in Contracts

Canadian Purchasers. (i) The Purchaser, on its own behalf and, if the Purchaser is acting as a trustee, agent, representative, nominee, custodian or in a similar agency capacity for another person or entity, on behalf of any beneficial owner, the term “Purchaser” is understood to refer as well to such underlying beneficial; (ii) The Purchaser is aware that the Purchased Securities are being offered on a “private placement” basis only in Canada, will be subject to resale restrictions under applicable Canadian securities laws and are restricted securities in Canada and, accordingly, any resale of such Purchased Securities will be required to be made in accordance with prospectus and registration requirements under applicable Canadian securities laws, pursuant to statutory exemptions from the prospectus and registration requirements under applicable Canadian securities law or under a discretionary exemption from the prospectus and registration requirements under applicable Canadian securities laws granted by the applicable Canadian securities regulatory authorities; (iii) No prospectus has been filed with any Canadian securities regulatory authority in connection with the offering of the Purchased Shares in Canada and no securities regulatory authority in Canada has made any finding or determination as to the merits of an investment in the Shares or has otherwise made any recommendation or endorsement with respect to the Shares; (iv) The Purchaser is entitled under applicable Canadian securities laws to purchase the Purchased Securities without the benefit of a prospectus qualified under such applicable Canadian securities laws and, without limiting the generality of the foregoing, is an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (NI 45-106), or, in Ontario, in section 73.3(1) of the Securities Act (Ontario), as applicable, by virtue of satisfying the criteria in Schedule “C”. The Purchaser is not a person created or used solely to purchase or hold securities as an “accredited investor” as described in paragraph (m) of the definition of “accredited investor” in section 1.1 of NI 45-106; (v) The offer and sale of the Purchased Securities in Canada to the Purchaser was note made through an advertisement of the Purchased Securities in any printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, or any other form of advertising in Canada; (vi) Where required by applicable Canadian securities laws, the Purchaser is purchasing the Purchased Securities as principal, or is deemed to be investing as principal in accordance with applicable Canadian securities laws of the province in which the Purchaser is resident, for its own account and not as agent for the benefit of another person, and for investment only and not with a view to resale or distribution; and (vii) to the best of the Purchaser’s knowledge, none of the funds to be provided by the Purchaser to the Company are being tendered on behalf of a person or entity who has not been identified to the Purchaser.

Canadian Purchasers. (i) The Purchaser, on its own behalf and, if the Purchaser is acting as a trustee, agent, representative, nominee, custodian or in a similar agency capacity for another person or entity, on behalf of any beneficial owner, the term “Purchaser” is understood to refer as well to such underlying beneficial; (ii) The Purchaser is aware that the Purchased Securities are being offered on a “private placement” basis only in Canada, will be subject to resale restrictions under applicable Canadian securities laws and are restricted securities in Canada and, accordingly, any resale of such Purchased Securities will be required to be made in accordance with prospectus and registration requirements under applicable Canadian securities laws, pursuant to statutory exemptions from the prospectus and registration requirements under applicable Canadian securities law or under a discretionary exemption from the prospectus and registration requirements under applicable Canadian securities laws granted by the applicable Canadian securities regulatory authorities; (iii) No prospectus has been filed with any Canadian securities regulatory authority in connection with the offering of the Purchased Shares in Canada and no securities regulatory authority in Canada has made any finding or determination as to the merits of an investment in the Shares or has otherwise made any recommendation or endorsement with respect to the Shares; (iv) The Purchaser is entitled under applicable Canadian securities laws to purchase the Purchased Securities without the benefit of a prospectus qualified under such applicable Canadian securities laws and, without limiting the generality of the foregoing, is an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (NI 45-106), or, in Ontario, in section 73.3(1) of the Securities Act (Ontario), as applicable, by virtue of satisfying the criteria in Schedule “C”. The Purchaser is not a person created or used solely to purchase or hold securities as an “accredited investor” as described in paragraph (m) of the definition of “accredited investor” in section 1.1 of NI 45-106; (v) The offer and sale of the Purchased Securities in Canada to the Purchaser was note not made through an advertisement of the Purchased Securities in any printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, or any other form of advertising in Canada; (vi) Where required by applicable Canadian securities laws, the Purchaser is purchasing the Purchased Securities as principal, or is deemed to be investing as principal in accordance with applicable Canadian securities laws of the province in which the Purchaser is resident, for its own account and not as agent for the benefit of another person, and for investment only and not with a view to resale or distribution; and (vii) to the best of the Purchaser’s knowledge, none of the funds to be provided by the Purchaser to the Company are being tendered on behalf of a person or entity who has not been identified to the Purchaser.

Canadian Purchasers. If you are resident in, or are otherwise subject to the Securities Laws of, the Province of British Columbia, Alberta, Manitoba or Ontario, then one or more of paragraphs 4(a), 4B(b), 4B(c), 4B(d) or 4B(e) applies to you: (a) Accredited Investors (applicable to all Canadian Purchasers): (i) The Purchaseryou are either purchasing the Purchased Securities: A. as principal and not for the benefit of any other Person, or you are deemed under NI 45-106 to be purchasing the Purchased Securities as principal and you are an "accredited investor" within the meaning of NI 45-106; or B. as agent for a beneficial purchaser disclosed on its own behalf andthe execution pages of this Agreement, if and you are an agent or trustee with proper authority to execute all documents required in connection with the Purchaser is acting as a trustee, agent, representative, nominee, custodian or in a similar agency capacity for another person or entity, purchase of the Purchased Securities on behalf of such disclosed beneficial purchaser and such disclosed beneficial purchaser for whom you are contracting hereunder is purchasing as principal and not for the benefit of any other Person, or is deemed under NI 45-106 to be purchasing the Purchased Securities as principal and such disclosed beneficial owner, purchaser is an "accredited investor" within the term “Purchaser” is understood to refer as well to such underlying beneficialmeaning of NI 45-106; (ii) The Purchaser is aware that if you are, or the Purchased Securities beneficial purchaser for whom you are being offered on a “private placement” basis only in Canada, will be subject to resale restrictions under applicable Canadian securities laws and are restricted securities in Canada and, accordingly, any resale of such Purchased Securities will be required to be made in accordance with prospectus and registration requirements under applicable Canadian securities laws, pursuant to statutory exemptions from the prospectus and registration requirements under applicable Canadian securities law or under a discretionary exemption from the prospectus and registration requirements under applicable Canadian securities laws granted by the applicable Canadian securities regulatory authorities; (iii) No prospectus has been filed with any Canadian securities regulatory authority in connection with the offering of the Purchased Shares in Canada and no securities regulatory authority in Canada has made any finding or determination as to the merits of an investment in the Shares or has otherwise made any recommendation or endorsement with respect to the Shares; (iv) The Purchaser is entitled under applicable Canadian securities laws to purchase the Purchased Securities without the benefit of a prospectus qualified under such applicable Canadian securities laws and, without limiting the generality of the foregoing, is an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (NI 45-106), or, in Ontario, in section 73.3(1) of the Securities Act (Ontario)contracting hereunder is, as applicablethe case may be, by virtue a Person, other than an individual or investment fund, that has net assets of satisfying at least $5,000,000, you were not, or the criteria in Schedule “C”. The Purchaser is not a person beneficial purchaser for whom you are contracting hereunder was not, as the case may be, created or used solely to purchase or hold securities as an “accredited investor” ; and (iii) you have concurrently executed and delivered a certificate in the form attached as described schedule C hereto. (b) Minimum Amount Investment (applicable to all Canadian Purchasers): (i) you are either purchasing the Purchased Securities: A. as principal and not for the benefit of any other Person and your aggregate acquisition cost, payable by you in paragraph (m) cash at the Closing, for the Purchased Securities is not less than $150,000; or B. as agent for a beneficial purchaser disclosed on the second execution page of this Agreement, and you are an agent or trustee with proper authority to execute all documents required in connection with the purchase of the definition Purchased Securities on behalf of “accredited investor” such disclosed beneficial purchaser and such disclosed beneficial purchaser for whom you are contracting hereunder is purchasing as principal and not for the benefit of any other Person and the aggregate acquisition cost of such disclosed beneficial purchaser, payable by such disclosed beneficial purchaser in section 1.1 cash at the Closing, for the Purchased Securities is not less than $150,000; and (ii) you were not, or the beneficial purchaser for whom you are contracting hereunder was not, as the case may be, created or used solely to purchase or hold securities in reliance on this exemption from the prospectus requirement. (c) Affiliates (applicable to all Canadian Purchasers): (i) you are either purchasing the Purchased Securities: A. as principal and not for the benefit of any other Person and you are an "affiliate" within the meaning of NI 45-106 of the Corporation; or B. as agent for a beneficial purchaser disclosed on the execution pages of this Agreement, and you are an agent or trustee with proper authority to execute all documents required in connection with the purchase of the Purchased Securities on behalf of such disclosed beneficial purchaser and such disclosed beneficial purchaser for whom you are contracting hereunder is purchasing as principal and not for the benefit of any other Person and is an "affiliate" within the meaning of NI 45-106 of the Corporation; and (ii) you have concurrently executed and delivered a certificate in the form attached as schedule C attached hereto. (d) Family, Friends and Business Associates (applicable to all Canadian Purchasers other than Ontario): (i) You are purchasing the Purchased Securities as principal and not for the benefit of any other Person and no other Person will have a beneficial interest in the Purchased Securities and you are one or more of: A. a "director", "executive officer" or "control person" of the Corporation, or of an "affiliate" of the Corporation (as such terms are defined in NI 45-106); B. a "spouse" (within the meaning of NI 45-106), parent, grandparent, brother, sister or child of a "director", "executive officer" or "control person" (as such terms are defined in NI 45-106) of the Corporation, or of an affiliate of the Corporation; (v) The offer and sale C. a parent, grandparent, brother, sister or child of the Purchased Securities in Canada to the Purchaser was note made through an advertisement spouse of a director, executive officer or control person of the Purchased Securities in any printed media of general and regular paid circulation, radio, television or telecommunications, including electronic displayCorporation, or any other form of advertising in Canadaan affiliate of the Corporation; D. a close personal friend (viby reason of the fact that you have directly known such individual well enough and for a sufficient period of time and in a sufficiently close relationship (where such relationship is direct and extends beyond being a relative or a member of the same organization, association or religious group or a client, customer or former client or customer or being a close personal friend of a close personal friend of such individual) Where required to be in a position to assess the capabilities and the trustworthiness of such individual) of a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation; E. a close business associate (by reason of the fact that you have had direct sufficient prior business dealings with such individual (where such relationship is direct and extends beyond being a client, customer or former client or customer or being a close business associate of a close business associate of such individual) to be in a position to assess the capabilities and trustworthiness of such individual) of a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation; F. a "founder" (within the meaning NI 45-106) of the Corporation or a spouse, parent, grandparent, brother, sister or child of a founder of the Corporation; G. a close personal friend (by reason of the fact that you have directly known such individual well enough and for a sufficient period of time and in a sufficiently close relationship (where such relationship is direct and extends beyond being a relative or a member of the same organization, association or religious group or a client, customer or former client or customer or being a close personal friend of a close personal friend of such individual) to be in a position to assess the capabilities and the trustworthiness of such individual) or close business associate (by reason of the fact that you have had direct sufficient prior business dealings with such individual (where such relationship is direct and extends beyond being a client, customer or former client or customer or being a close business associate of a close business associate of such individual) to be in a position to assess the capabilities and trustworthiness of such individual) of a founder of the Corporation; H. a parent, grandparent, brother, sister or child of the spouse of a founder of the Corporation; I. a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in clauses 4B(d)(i)(A) to 4B(d)(i)(H) above; or J. a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons or companies described in clauses 4B(d)(i)(A) to 4B(d)(i)(H) above; and (ii) you have concurrently executed and delivered a certificate in the form attached as schedule C attached hereto. (e) Founder, Control Person and Family (applicable Canadian securities laws, the Purchaser is only in Ontario): (i) You are purchasing the Purchased Securities as principal, or is deemed to be investing as principal in accordance with applicable Canadian securities laws of the province in which the Purchaser is resident, for its own account and not as agent for the benefit of another any other Person and no other Person will have a beneficial interest in the Purchased Securities and you are one or more of: A. a "founder" (within the meaning of NI 45-106) of the Corporation; B. an "affiliate" (within the meaning of NI 45-106) of a founder of the Corporation; C. a "spouse" (within the meaning of NI 45-106), parent, brother, sister, grandparent or child of a "director", "executive officer" or "founder" (as such terms are defined in NI 45-106) of the Corporation; or D. a "person, and for investment only and not with " that is a view to resale or distribution"control person" (as such terms are defined in NI 45-106) of the Corporation; and (viiii) to you have concurrently executed and delivered a certificate in the best of the Purchaser’s knowledge, none of the funds to be provided by the Purchaser to the Company are being tendered on behalf of a person or entity who has not been identified to the Purchaserform attached as schedule C attached hereto.