Canadian Securities Matters Sample Clauses

Canadian Securities Matters. By acceptance of this certificate, the Holder acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in MI 51-105, and that the Warrant Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Holder further acknowledges and agrees that the Warrants and the Warrant Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105, the Holder will, and will cause its Affiliates to, comply with such conditions in making any trade of the Warrants or Warrant Shares in or from a jurisdiction in Canada and the Company will refuse to register any transfer of the Warrants or Warrant Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met: (a) A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company; (b) If the person trading the Securities is a control person of the Company, such person has held the securities for at least 6 months; (c) The number of securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class; (d) The trade is made through an investment dealer registered in a jurisdiction in Canada; (e) The investment dealer executes the trade through any of the over-the-counter markets in the United States; (f) There has been no unusual effort made to prepare the market or create a demand for the securities; (i) No extraordinary commission or other consideration is paid to a person for the trade; (g) If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and POLY SHIELD TECHNOLOGIES Non-Transferrable Common Stock Purchase Warrant Certificate (h) All certificates representing the securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105. By acceptanc...
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Canadian Securities Matters. The Subscriber acknowledges that it has been notified by the Corporation: (a) of the requirement to deliver to BCSC and, if applicable, to the OSC, the full name, residential address and telephone number of the purchaser of the securities, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution; (b) that this information is being collected indirectly by the BCSC and, if applicable, the OSC, under the authority granted to it under applicable securities legislation; (c) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of British Columbia and, if applicable, Ontario; (d) that the BCSC can be contacted at British Columbia Securities Commission, P.O. Box 10142, Pacific Centre, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, Telephone: (000) 000-0000, Toll free across Canada: 1-800-373-6393, Facsimile: (604) 899-658, and can answer any questions about the BCSC’s indirect collection of this information; and (e) that, if applicable, the OSC can be contacted through the Administrative Assistant to the Director of Corporate Finance at Ontario Securities Commission, Xxxxx 0000, Xxx 00, 00 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, X0X 0X0, or at (416) 593¬3684, and can answer any questions about the OSC’s indirect collection of this information.
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Canadian Securities Matters. Seller represents and warrants that (i) Seller is not a resident of Canada or a person or entity in Canada; (ii) the Warrant and the Warrant Shares, when issued, are being issued and sold pursuant to exemptions from the prospectus and registration requirements under applicable Canadian securities laws; (iii) the Warrant is not being, and the Warrant Shares will not be, acquired with a view to the distribution of any of these securities to a resident of Canada or a person or entity in Canada; and (iv) no resale of the Warrant or the Warrant Shares during the four-month “restricted period” following the date on which the Warrant is issued will be made to a resident of Canada or a person or entity in Canada.
Sample 1
Canadian Securities Matters. To the extent any Transaction shall constitute a "commodity contract" or an "OTC derivative" pursuant to the Securities Act (Alberta), each party confirms that it is a "Qualified Party" within the meaning of paragraph 9.1 of the Alberta Securities Commission Blanket Order BOR#91-503.
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Canadian Securities Matters a. The Subscriber represents, warrants and covenants that the Subscriber is: (i) is an “accredited investor” as defined in National Instrument 45-106 - Prospectus Exemptions and is: A. purchasing the Acquired Securities as principal for its own account, not for the benefit of any other person; B. deemed to be purchasing the Acquired Securities as principal for its own account pursuant to applicable securities laws; or C. purchasing the Acquired Securities as agent or trustee for a beneficial purchaser and each such beneficial purchaser for whom it may be acting is purchasing the Acquired Securities as principal for its own account, not for the benefit of any other person; and it has completed and executed, and is delivering concurrently with this Subscription Agreement, the “Certificate of Accredited Investor (Canadian)” attached as Exhibit D; OR (ii) is not an individual and is purchasing the Acquired Securities as principal for its own account and not for the benefit of any other person, and is purchasing a sufficient number of Acquired Securities so that the aggregate acquisition cost to the Subscriber will not be less than $150,000 paid in cash at the time of the trade or is purchasing the Acquired Securities as agent or trustee for a beneficial purchaser and each beneficial purchaser of the Acquired Securities for whom the Subscriber is acting is purchasing the Acquired Securities as principal for its own account and not for the benefit of any other person, and is purchasing a sufficient number of Acquired Securities so that the aggregate acquisition cost to such beneficial purchaser will not be less than $150,000 paid in cash at the time of the trade. b. For purposes of complying with applicable securities laws and National Instrument 45-102 Resale of Securities, the Subscriber understands and acknowledges that upon the issuance of Acquired Securities, all of the certificates representing the Preferred Stock, Warrants, Additional Shares, Conversion Shares and Warrant Exercise Shares following the Closing Date, if any, as well as all certificates issued in exchange for or in substitution of the foregoing securities, if any, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) •, AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”, with the • completed to reflect the Clos...
Sample 1
Canadian Securities Matters. The Holder acknowledges that this Warrant and the Warrant Shares, in each case when issued, have been or are being issued and sold pursuant to exemptions from the prospectus and registration requirements under applicable Canadian securities laws. The Holder represents and warrants that (i) this Warrant has not been, and any Warrant Shares are not being, acquired with a view to the distribution of any of these securities to a resident of Canada or a person or entity in Canada; (ii) if this Warrant is acquired during a four (4) month “restricted period” following the Initial Issue Date, the Holder is not a resident of Canada or a person or entity in Canada; and (iii) no resale of this Warrant or the Warrant Shares during a four (4) month “restricted period” following the Initial Issue Date will be made to a resident of Canada or a person or entity in Canada, and the Holder acknowledges that the Company may impose a legend to this effect on any certificate representing Warrant Shares that are issued upon the exercise of the Warrant before the expiry of such four (4) month “restricted period.”
Sample 1
Canadian Securities Matters. Seller acknowledges that the Warrant and the Warrant Shares, when issued, are being issued and sold by Buyer Parent pursuant to exemptions from the prospectus and registration requirements under applicable Canadian securities laws. Seller represents and warrants that (i) neither Seller nor any Proposed Assignee is a resident of Canada or a person or entity in Canada; (ii) the Warrant is not being, and the Warrant Shares will not be, acquired with a view to the distribution of any of these securities to a resident of Canada or a person or entity in Canada; and (iii) no resale of the Warrant or the Warrant Shares during the four (4) month “restricted period” following the date on which the Warrant is issued will be made to a resident of Canada or a person or entity in Canada. Seller acknowledges that Buyer Parent may impose a legend to such effect on any certificate representing Warrant Shares that is issued upon the exercise of the Warrant before the expiration of such four (4) month “restricted period.”
Sample 1
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Canadian Securities Matters. In Canada, unless permitted under securities legislation, the holder of the security must not trade the security before the date that is 4 months and a day after the later of: (i) Distribution Date and (ii) the date Xxxxx Gas Storage Canada ULC became a reporting issuer in any province or territory. For the purpose of this section, “Distribution Date” means, in respect of any Restricted Note, March 17, 2014 and, in respect of any Unrestricted Definitive Notes, means the date such Unrestricted Definitive Note is initially distributed by the Issuers.
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Canadian Securities Matters. The Holder represents and warrants that (i) this Warrant and the Warrant Shares, in each case when issued, have been or are being issued and sold pursuant to exemptions from the prospectus and registration requirements under applicable Canadian securities laws; (ii) this Warrant has not been, and any Warrant Shares are not being, acquired with a view to the distribution of any of these securities to a resident of Canada or a person or entity in Canada; and (iii) no resale of this Warrant or the Warrant Shares during a four (4) month “restricted period” following the Initial Issue Date will be made to a resident of Canada or a person or entity in Canada.
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Related to Canadian Securities Matters

  • Securities Matters The Company shall not be required to deliver Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

  • FOREIGN SECURITIES SYSTEMS Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

  • U.S. Securities Law Matters The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares issued under the Arrangement to the JW Entities will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof or another available exemption. In order to ensure the availability of the exemption under section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company Shareholders; (d) the Company will ensure that the JW Entities will be given adequate notice advising them of their right to attend the Final Order hearing and will provide them with sufficient information for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver a Notice of Appearance within the time prescribed by the Interim Order.

  • Deposit of Fund Assets in Securities Systems The Custodian may deposit and/or maintain securities owned by the Fund in a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934, which acts as a securities depository, or in the book-entry system authorized by the U.S. Department of the Treasury and certain federal agencies, collectively referred to herein as "Securities System" in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions: 1) The Custodian may keep securities of the Fund in a Securities System provided that such securities are represented in an account ("Account") of the Custodian in the Securities System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers; 2) The records of the Custodian with respect to securities of the Fund which are maintained in a Securities System shall identify by book-entry those securities belonging to the Fund; 3) The Custodian shall pay for securities purchased for the account of the Fund upon (i) receipt of advice from the Securities System that such securities have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer securities sold for the account of the Fund upon (i) receipt of advice from the Securities System that payment for such securities has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Securities System of transfers of securities for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the Securities System for the account of the Fund. 4) The Custodian shall provide the Fund with any report obtained by the Custodian on the Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the Securities System; 5) The Custodian shall have received the initial or annual certificate, as the case may be, required by Article 9 hereof; 6) Anything to the contrary in this Contract notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage.

  • Deposit of Fund Assets in U.S. Securities Systems The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.

  • Blue Sky Matters Upon application to us, we shall inform you as to any advice we have received from counsel concerning the jurisdictions in which Securities have been qualified for sale or are exempt under the securities or “Blue Sky” laws of such jurisdictions, but we do not assume any obligation or responsibility as to your right to sell Securities in any such jurisdiction, notwithstanding any information we may furnish to you in that connection.

  • Amendments and Supplements to the Final Offering Memorandum and Other Securities Act Matters If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the Pricing Disclosure Package to comply with law, the Company and the Guarantors agree to promptly notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 3(a) hereof) furnish to the Initial Purchasers such amendments or supplements to any of the Pricing Disclosure Package as may be necessary so that the statements in any of the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or so that any of the Pricing Disclosure Package will comply with all applicable law. If, prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Offering Memorandum, as then amended or supplemented, in order to make the statements therein, in the light of the circumstances when the Final Offering Memorandum is delivered to a Subsequent Purchaser, not misleading, or if in the judgment of the Representative or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Final Offering Memorandum to comply with law, the Company and the Guarantors will promptly notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 3(a) hereof) furnish to the Initial Purchasers such amendments or supplements to the Final Offering Memorandum so that the statements in the Final Offering Memorandum as so amended or supplemented will not, in the light of the circumstances at the Closing Date and at the time of sale of Securities, be misleading or so that the Final Offering Memorandum, as amended or supplemented, will comply with all applicable law.

  • Deposit of Securities in Securities Systems The Custodian may deposit and/or maintain Domestic Securities owned by a Fund in a Securities System in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions: (a) the Custodian may hold Domestic Securities of the Fund in the Depository Trust Company or the Federal Reserve's book entry system or, upon receipt of Proper Instructions, in another Securities System provided that such securities are held in an account of the Custodian in the Securities System ("Securities System Account") which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers; (b) the records of the Custodian with respect to Domestic Securities of the Fund which are maintained in a Securities System shall identify by book-entry those Domestic Securities belonging to the Fund; (c) the Custodian shall pay for Domestic Securities purchased for the account of the Fund upon (i) receipt of advice from the Securities System that such securities have been transferred to the Securities System Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer Domestic Securities sold for the account of the Fund upon (A) receipt of advice from the Securities System that payment for such securities has been transferred to the Securities System Account, and (B) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Securities System of transfers of Domestic Securities for the account of the Fund shall be maintained for the Fund by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund confirmation of the transfer to or from the account of the Fund in the form of a written advice or notice; and (d) upon request, the Custodian shall provide the Fund with any report obtained by the Custodian on the Securities System's accounting system, internal accounting control and procedures for safeguarding domestic securities deposited in the Securities System.

  • LIABILITY OF FOREIGN SUB-CUSTODIANS AND FOREIGN SECURITIES SYSTEMS Each agreement pursuant to which the Custodian employs as a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties and, to the extent possible, to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the Fund’s election, the Funds shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Funds have not been made whole for any such loss, damage, cost, expense, liability or claim.

  • Amendments and Supplements to the Prospectus and Other Securities Act Matters If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(c).

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