Canadian Securities Law Compliance. Participant acknowledges that he/she shall only be permitted to sell any Shares acquired pursuant to the Plan through the facilities of the stock exchange(s) on which the shares are listed at that time.
Canadian Securities Law Compliance. The Canadian Base Prospectus did, and the Canadian Prospectus (and any further amendments or supplements thereto) will, comply in all material respects with the applicable requirements of Canadian Securities Laws; the Canadian Prospectus (and any further amendments or supplements thereto) will not, as of the time of filing of the Canadian Prospectus Supplement and through the Closing Date include any misrepresentation within the meaning of applicable Canadian Securities Laws, and the Canadian Prospectus (and any further amendments or supplements thereto) will, as of the time of filing thereof and through the Closing Date constitute, full, true and plain disclosure of all material facts relating to the Securities and to the Company. Each document filed or to be filed with the Canadian Qualifying Authorities and incorporated, or deemed to be incorporated, by reference in the Canadian Prospectus complied, or will comply, when so filed, with the requirements of Canadian Securities Laws, and none of such documents contained, or will contain, at the time of its filing any misrepresentation within the meaning of applicable Canadian Securities Laws.
Canadian Securities Law Compliance. Each Purchaser covenants and agrees that it (i) will not, during the period ending on the date that is four (4) months and one (1) day after the Closing Date, sell or otherwise effect a trade of any of the Securities to any person known to be resident in any jurisdiction in Canada or any person known to be acquiring such Securities for the benefit of another person resident in any jurisdiction in Canada, and (ii) will not sell the Securities through the facilities of the Toronto Stock Exchange, other than in a transaction made in compliance with the prospectus requirements of applicable Canadian securities laws or pursuant to a transaction that is otherwise made in reliance on an available exemption from the prospectus requirements of applicable Canadian securities laws.
Canadian Securities Law Compliance. The Company is a “reporting issuer” (within the meaning of applicable Canadian Securities Laws) in each of the Provinces of Canada and is not on the list of defaulting reporting issuers maintained by the applicable Canadian Commission or other regulatory authority in each such Province that maintains such a list. The offer, issue and sale of the Purchase Shares by the Company pursuant to this Agreement is exempt from or otherwise not subject to the requirement under Canadian Securities Laws that the Company prepare and file a prospectus with the applicable Canadian Commission or other regulatory authority in each of the Provinces of Canada to qualify for distribution in such Province the Purchase Shares that may be issued to the Investor under this Agreement. The Company has filed on a timely basis all documents and other information required to be filed by the Company under Canadian Securities Laws during the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material).
Canadian Securities Law Compliance. The Company is a “reporting issuer” not in default under the securities laws of British Columbia, Alberta and Ontario. Since January 1, 2001, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Alberta Securities Commission, the British Columbia Securities Commission, the Ontario Securities Commission and the Toronto Stock Exchange pursuant to the reporting requirements of applicable Canadian provincial securities laws, the rules and regulations promulgated thereunder, and the bylaws, rules and regulations of the Toronto Stock Exchange (all of the foregoing filed prior to or on the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Canadian Securities Documents”). As of the date of filing of such Canadian Securities Documents, each such Canadian Securities Document, as it may have been subsequently amended in accordance with applicable provincial securities legislation and/or the bylaws, rules and regulations of the Toronto Stock Exchange prior to the date hereof, complied in all material respects with the requirements of applicable Canadian provincial securities law, the rules and regulations promulgated thereunder, and the rules and regulations of the Toronto Stock Exchange applicable to such Canadian Securities Documents. None of the Canadian Securities Documents, as of the date filed and as they may have been subsequently amended in accordance with applicable Canadian provincial securities legislation and/or the bylaws, rules and regulations of the Toronto Stock Exchange prior to the date hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company and its subsidiaries are engaged only in the business described in the Canadian Securities Documents and the Canadian Securities Documents contain a complete and accurate description in all material respects of the business of the Company and its subsidiaries, taken as a whole.
Canadian Securities Law Compliance. HCW will not offer or solicit any offers to purchase Securities in any Province or Territory of Canada or to any person who is a resident of Canada. HCW is an “accredited investor” as defined in National Instrument 45-106 - Prospectus and Registration Exemptions of the Canadian Securities Administrators and was not created or used solely to purchase or hold HCW Warrants or underlying Shares as an “accredited investor”. HCW acknowledges that the Company may be required to file a report with the Canadian securities commissions or other regulatory authorities containing personal information in respect of its acquisition of HCW Warrants and underlying Shares. HCW acknowledges that the certificates representing the HCW Warrants and underlying Shares (if issued prior to the date that is four months and one day from the date of the issue of the HCW Warrants) will bear, or if the HCW Warrants and underlying Shares are entered into a direct registration or other electronic book-entry system then HCW acknowledges notice of such HCW Warrants and underlying Shares being subject to, 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 HCW Warrants].” HCW covenants and agrees that it will not, during the period ending on the date that is four (4) months plus one (1) day after the date of issuance of the HCW Warrants, sell or otherwise effect a trade of any of the HCW Warrants or underlying Shares to any person resident in Canada or any person acquiring such HCW Warrants or underlying Shares for the benefit of another person resident in Canada, other than in a transaction made in compliance with the prospectus and registration requirements of applicable Canadian securities laws or which otherwise is made in reliance on any available exemptions therefrom. In acknowledgment that the foregoing correctly sets forth the understanding reached by HCW and the Company, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date indicated above. Very truly yours, X.X. XXXXXXXXXX & CO., LLC By /s/ Xxxx X. Viklund Name: Xxxx X. Viklund Title: Chief Executive Officer Accepted and Agreed: RARE ELEMENT RESOURCES LTD By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and CEO
Canadian Securities Law Compliance. Such Purchaser operates or is formed in the Cayman Islands or the United States and is not a resident of Canada and covenants and agrees that it will not, during the period ending on the date that is four (4) months and one (1) day after the date of issuance of the Securities, sell or otherwise effect a trade of any of the Securities to any person known to be resident in Canada or any person known to be acquiring such Securities for the benefit of another person resident in Canada and will not sell the Securities on the TSX, other than in a transaction made in compliance with the prospectus and registration requirements of applicable Canadian securities laws or which otherwise is made in reliance on any available exemptions therefrom. The Company acknowledges and agrees that the representations contained in 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 transaction contemplated hereby.
Canadian Securities Law Compliance. Each Investor covenants and agrees that it (i) will not, during the period ending on the date that is four (4) months and one (1) day after the Closing, sell or otherwise effect a trade of any of the Securities (including the Pontifax Warrants (as defined below) and the common shares underlying the Pontifax Warrants) to any person known to be resident in any jurisdiction in Canada or any person known to be acquiring such securities for the benefit of another person resident in any jurisdiction in Canada, and (ii) will not sell the Securities (including the common shares underlying the Pontifax Warrants) through the facilities of the Toronto Stock Exchange, other than in a transaction made in compliance with the prospectus requirements of applicable Canadian securities laws or pursuant to a transaction that is otherwise made in reliance on an available exemption from the prospectus requirements of applicable Canadian securities laws.
Canadian Securities Law Compliance. The Purchaser is not resident in Canada.1
Canadian Securities Law Compliance. The distribution of the Placement Shares pursuant to this Agreement is either: (i) not subject to the prospectus requirements of Canadian securities laws because sales of the Placement Shares will not be distributions of securities being made from within any province or territory of Canada; or (ii) exempt from the prospectus requirements of Canadian securities laws. Any certificate signed by an officer of the Company and delivered to Xxxxx or to counsel for Xxxxx shall be deemed to be a representation and warranty by the Company to Xxxxx as to the matters set forth therein. The Company acknowledges that Xxxxx and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to Xxxxx, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
