Common use of Canadian Securities Laws Clause in Contracts

Canadian Securities Laws. (i) At the Closing Date, each Company Stockholder shall not be a resident in British Columbia and is acquiring the Merger Shares as principal. (ii) Parent is relying on an exemption from the requirement to provide the Company Stockholder with a prospectus under applicable Canadian Securities Laws and, as a consequence of acquiring the Merger Shares pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to the Company Stockholder, and the Company Stockholder may not receive information that would otherwise be required to be provided to it under applicable securities laws. (iii) The Merger Shares will be subject to statutory resale restrictions under applicable Canadian Securities Laws, and the Company Stockholder covenants that it will not resell the Merger Shares except in compliance with such applicable Canadian Securities Laws and the Company Stockholder acknowledges that it is solely responsible (and Parent is not in any way responsible) for such compliance. (iv) Company Stockholder acknowledges that it has been notified by Parent: (a) (i) of the delivery to the British Columbia Securities Commission (the “BCSC”) of certain personal information pertaining to the Company Stockholder, including the Company Stockholder’s full name, address and telephone number, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution; (ii) that this information is being collected indirectly by the BCSC under the authority granted to it in securities legislation; (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of British Columbia; and (iv) that the Company Stockholder may contact the public official at the BCSC at P.O. Box 10142, Pacific Centre, 700 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0, or at (000) 000-0000 or 1-800-373-6393, or by facsimile at (000) 000-0000 or email at ixxxxxxxx@xxxx.xx.xx regarding any questions about the BCSC’s indirect collection of this information. (v) Company Stockholder acknowledges and consents to: (i) the fact that Parent is collecting personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time); (ii) Parent retaining such personal information for as long as permitted or required by applicable law or business practices; (iii) the fact that Parent may be required by applicable securities laws, the rules and policies of any stock exchange or the rules of the Investment Industry Regulatory Organization of Canada to provide regulatory authorities with any personal information provided by the Company Stockholder in or in connection with this Agreement, including disclosure to the CSE; and (iv) the collection, use and disclosure of the Company Stockholder’s personal information by the CSE.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Harvest Health & Recreation Inc.)

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Canadian Securities Laws. (i) At the Closing Datetime of Closing, each Company Stockholder shall not be no Seller is a resident in British Columbia and is acquiring the Merger Shares Securities as principal. (ii) Parent Acquiror is relying on an exemption from the requirement to provide the Company Stockholder Seller with a prospectus under applicable Canadian Securities securities Laws and, as a consequence of acquiring the Merger Shares Securities pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to the Company StockholderSeller, and the Company Stockholder Seller may not receive information that would otherwise be required to be provided to it under applicable securities laws. (iii) The Merger Shares will be subject to statutory resale restrictions under applicable Canadian Securities Laws, and the Company Stockholder covenants that it will not resell the Merger Shares except in compliance with such applicable Canadian Securities Laws and the Company Stockholder acknowledges that it is solely responsible (and Parent is not in any way responsible) for such compliance. (iv) Company Stockholder Each Seller acknowledges that it has been notified by ParentAcquiror: (a) (i) of the delivery to the British Columbia Securities Commission (the “BCSC”) of certain personal information pertaining to the Company StockholderSeller, including the Company StockholderSeller’s full name, address and telephone number, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution; (ii) that this information is being collected indirectly by the BCSC under the authority granted to it in securities legislation; (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of British Columbia; and (iv) that the Company Stockholder Seller may contact the public official at the BCSC at P.O. Box 10142, Pacific Centre, 700 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0, or at (000) 000-0000 or 1-800-373-6393, or by facsimile at (000) 000-0000 or email at ixxxxxxxx@xxxx.xx.xx regarding any questions about the BCSC’s indirect collection of this information. (v) Company Stockholder acknowledges and consents to: (i) the fact that Parent is collecting personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time); (ii) Parent retaining such personal information for as long as permitted or required by applicable law or business practices; (iii) the fact that Parent may be required by applicable securities laws, the rules and policies of any stock exchange or the rules of the Investment Industry Regulatory Organization of Canada to provide regulatory authorities with any personal information provided by the Company Stockholder in or in connection with this Agreement, including disclosure to the CSE; and (iv) the collection, use and disclosure of the Company Stockholder’s personal information by the CSE.

Appears in 1 contract

Samples: Membership Interest Contribution Agreement (Harvest Health & Recreation Inc.)

Canadian Securities Laws. (i) At the Closing Date, each Company Stockholder shall not be a resident in British Columbia and is acquiring the Merger Shares as principal. (ii) Parent is relying on an exemption from the requirement to provide the Company Stockholder with a prospectus under applicable Canadian Securities Laws and, as a consequence of acquiring the Merger Shares pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to the Company Stockholder, and the Company Stockholder may not receive information that would otherwise be required to be provided to it under applicable securities laws. (iii) The Merger Shares will be subject to statutory resale restrictions under applicable Canadian Securities Laws, and the Company Stockholder covenants that it will not resell the Merger Shares except in compliance with such applicable Canadian Securities Laws and the Company Stockholder acknowledges that it is solely responsible (and Parent is not in any way responsible) for such compliance. (iv) Company Stockholder acknowledges that it has been notified by Parent: (a) (i) of the delivery to the British Columbia Securities Commission (the “BCSC”) of certain personal information pertaining to the Company Stockholder, including the Company Stockholder’s 's full name, address and telephone number, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution; (ii) that this information is being collected indirectly by the BCSC under the authority granted to it in securities legislation; (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of British Columbia; and (iv) that the Company Stockholder may contact the public official at the BCSC at P.O. Box 10142, Pacific Centre, 700 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0, or at (000) 000-0000 or 1-800-373-6393, or by facsimile at (000) 000-0000 or email at ixxxxxxxx@xxxx.xx.xx xxxxxxxxx@xxxx.xx.xx regarding any questions about the BCSC’s indirect collection of this information. (v) Company Stockholder acknowledges and consents to: (i) the fact that Parent is collecting personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time); (ii) Parent retaining such personal information for as long as permitted or required by applicable law or business practices; (iii) the fact that Parent may be required by applicable securities laws, the rules and policies of any stock exchange or the rules of the Investment Industry Regulatory Organization of Canada to provide regulatory authorities with any personal information provided by the Company Stockholder in or in connection with this Agreement, including disclosure to the CSE; and (iv) the collection, use and disclosure of the Company Stockholder’s personal information by the CSE.

Appears in 1 contract

Samples: Merger Agreement

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Canadian Securities Laws. (i) At the Closing Datetime of Closing, each Company Stockholder shall Seller is not be a resident in British Columbia and is acquiring the Merger Stock Consideration Shares as principal. (ii) Parent Harvest Health is relying on an exemption from the requirement to provide the Company Stockholder Seller with a prospectus under applicable Canadian Securities securities Laws and, as a consequence of acquiring the Merger Stock Consideration Shares pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to the Company StockholderSeller, and the Company Stockholder Seller may not receive information that would otherwise be required to be provided to it under applicable securities laws. (iii) The Merger Stock Consideration Shares will be subject to statutory resale restrictions under applicable Canadian Securities securities Laws, and the Company Stockholder Seller covenants that it will not resell the Merger Stock Consideration Shares except in compliance with such applicable Canadian Securities securities Laws and the Company Stockholder Seller acknowledges that it is solely responsible (and Parent Harvest Health is not in any way responsible) for such compliance. Seller acknowledges that the Stock Consideration Shares will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MUST NOT TRADE THE SECURITIES BEFORE [INSERT DATE THAT IS 4 MONTHS AND ONE DAY AFTER CLOSING DATE]. (iv) Company Stockholder Seller acknowledges that it has been notified by ParentHarvest Health: (a) (i) of the delivery to the British Columbia Securities Commission (the “BCSC”) of certain personal information pertaining to the Company StockholderSeller, including the Company Stockholder’s Seller's full name, address and telephone number, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution; (ii) that this information is being collected indirectly by the BCSC under the authority granted to it in securities legislation; (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of British Columbia; and (iv) that the Company Stockholder Seller may contact the public official at the BCSC at P.O. Box 10142, Pacific Centre, 700 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0, or at (000) 000-0000 or 1-800-373-6393, or by facsimile at (000) 000-0000 or email at ixxxxxxxx@xxxx.xx.xx xxxxxxxxx@xxxx.xx.xx regarding any questions about the BCSC’s indirect collection of this information. (v) Company Stockholder Seller acknowledges and consents to: (i) the fact that Parent Harvest Health is collecting personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time); (ii) Parent Harvest Health retaining such personal information for as long as permitted or required by applicable law or business practices; (iii) the fact that Parent Harvest Health may be required by applicable securities laws, the rules and policies of any stock exchange or the rules of the Investment Industry Regulatory Organization of Canada to provide regulatory authorities with any personal information provided by the Company Stockholder Seller in or in connection with this Agreement, including disclosure to the CSE; and (iv) the collection, use and disclosure of the Company StockholderSeller’s personal information by the CSE.

Appears in 1 contract

Samples: Asset Purchase Agreement (Terra Tech Corp.)

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