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:
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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 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.”
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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. 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.
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Canadian Securities Matters. (a) The Buyer is, and will be on the Closing Date, a reporting issuer and is not listed as in default of any requirements under Applicable Securities Law in the Provinces of British Columbia and Alberta (the “Reporting Jurisdictions”), and is in compliance in all material respects with the by-laws, rules and regulations of the Exchange; any Material Change relating to the Buyer that has occurred within the twelve months preceding the date hereof has been generally disclosed and such disclosure of a Material Change has not been made to any securities commission or similar regulatory authority on a confidential basis which has not subsequently been generally disclosed.
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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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Canadian Securities Matters a. The Subscriber represents, warrants and covenants that the Subscriber is:
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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, and will use their commercially reasonable best efforts to ensure that, all Consideration Shares and Replacement Options issued pursuant to Arrangement will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder and pursuant to similar exemptions from applicable state securities laws. 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:

  • 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.

  • 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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