Common use of Canadian Resale Restrictions Clause in Contracts

Canadian Resale Restrictions. 9.1 The Subscriber acknowledges that (i) the Shares are subject to resale restrictions in Canada and may not be traded except as permitted by the various securities acts of the provinces of Canada and the rules made thereunder, and (ii) that the Subscriber has been advised to consult the Subscriber's own legal advisors with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (a) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and (b) applicable resale restrictions. 9.2 Pursuant to National Instrument 45-102, as adopted by the provincial securities commission, a subsequent trade in the Shares will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation 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 Shares were issued to the Subscriber and, during the currency of the Canadian Hold Period, any certificate representing the Shares is to be imprinted with a restrictive legend (the "Canadian Legend"). 9.3 By executing and delivering this Subscription Agreement, the Subscriber will have directed the Company not to include the Canadian Legend on any certificates representing the Shares to be issued to the Subscriber. 9.4 As a consequence, the Subscriber will not be able to rely on the resale provisions of National Instrument 45-102, and any subsequent trade in the 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.

Canadian Resale Restrictions. 9.1 The Subscriber acknowledges that (i) the Shares are subject to resale restrictions in Canada and may not be traded except as permitted by the various securities acts of the provinces of Canada and the rules made thereunder, and (ii) that the Subscriber has been advised to consult the Subscriber's own legal advisors with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (a) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and (b) applicable resale restrictions. 9.2 Pursuant to National Multilateral Instrument 45-102, as adopted by the provincial securities commission, a subsequent trade in the Shares will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation 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 Shares were issued to the Subscriber and, during the currency of the Canadian Hold Period, any certificate representing the Shares is to be imprinted with a restrictive legend (the "Canadian Legend"). 9.3 By executing and delivering this Subscription Agreement, the Subscriber will have directed the Company not to include the Canadian Legend on any certificates representing the Shares to be issued to the Subscriber. 9.4 As a consequence, the Subscriber will not be able to rely on the resale provisions of National Multilateral Instrument 45-102, and any subsequent trade in the 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.

Canadian Resale Restrictions. 9.1 11.1 The Subscriber acknowledges that (i) the Shares and the Warrant Shares are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the various applicable Canadian securities acts of legislation (collectively, the provinces of Canada and the rules made thereunder, and (ii) that the Subscriber has been advised to consult the Subscriber's own legal advisors with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (a) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the “Canadian Securities hereunder, and (b) applicable resale restrictionsLaws”). 9.2 Pursuant 11.2 The Subscriber acknowledges that pursuant to Canadian National Instrument 45-102, as adopted by the provincial securities commission, a subsequent trade in the Shares and Underlying Shares will be a distribution subject to the prospectus and registration requirements of applicable the Canadian securities legislation Securities Laws unless certain conditions are met, which conditions include a hold period including the following: (a) at least four months (the "Canadian Hold Period") that shall have elapsed from the later of (i) date on which the Shares and the Warrants were issued to the Subscriber and, and (ii) the date upon which the Company became a reporting issuer in any Province of Canada; (b) during the currency of the Canadian Hold Period, any certificate representing the Shares any of the Securities is to be imprinted with a restrictive legend (the "Canadian Legend") stating: (c) the trade is not a control distribution (as defined in National Instrument 45-102).; 9.3 By executing and delivering this Subscription Agreement(d) no unusual effort is made to prepare the market or to create a demand for the Securities that are the subject of the trade; (e) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (f) if the selling security holder is an insider or officer of the Company, the Subscriber will have directed selling security holder has no reasonable grounds to believe that the Company not to include is in default of securities legislation; or (g) the Canadian Legend on any certificates representing trade qualifies under the Shares to be issued to the Subscriber. 9.4 As a consequence, the Subscriber will not be able to rely on the resale provisions of Section 2.14 of National Instrument 45-102. 11.3 The Subscriber acknowledges that any certificate representing any of the Securities, and any subsequent trade in shares issued upon exercise of any Warrant prior to the Shares during or after expiration of the Canadian Hold Period Period, will be have 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 legislationLegend imprinted thereon.