Common use of Company Activities Clause in Contracts

Company Activities. The Company and its subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to (i) ensure that the Company and its subsidiaries do not carry on any activities that violate applicable federal, state or provincial laws, (ii) ensure that any borrower or customer of the Company or its subsidiaries that requires a state license to operate has obtained such license and to verify that such license is valid, and (iii) comply with the due diligence procedures set forth in the February 14, 2014 guidance promulgated by the Financial Crimes Enforcement Network clarifying the Bank Secrecy Act (the “BSA”) expectations for financial institutions seeking to provide services to marijuana-related businesses. Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any person acting on behalf of the Company or any subsidiary, including without limitation upon foreclosure in respect of any loan made by the Company or any subsidiary, has cultivated, produced, processed, imported or distributed, or has any current intention to cultivate, produce, process, import or distribute, any cannabis product or has otherwise engaged, or has any current intention to otherwise engage, in any dealings or transactions in cannabis in or to the United States of America, its territories and possessions, any state of the United States and the District of Columbia or any other federal, provincial, state, municipal, local or foreign jurisdiction where such activity is illegal. Neither the Company nor any of its subsidiaries has exported any cannabis product to any jurisdiction. For all purposes of this Agreement, the term “cannabis” shall exclude the plant Cannabis sativa L. and any part of that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis.

Company Activities. The Company Except for commercial activities of Truss CBD USA LLC and HEXO USA Inc. involving hemp that contains less than 0.3% THC content in the State of Colorado and a related supply of distillate of such hemp product provided by HEXO Operations Inc. to Truss CBD USA LLC, neither the Corporation nor any Subsidiary nor any Related Entity nor, to the Corporation’s knowledge, any person acting on behalf of the Corporation, any Subsidiary or any Related Entity, nor, to the knowledge of the Corporation, any Investment Entity or any person acting on behalf of any Investment Entity, has cultivated, produced, processed, imported, sold or distributed, or has any current intention to cultivate, produce, process, import, sell or distribute, any cannabis or cannabinoid product (which terms include, for greater certainty, all cannabis or cannabinoid products containing any level of THC or CBD) or has otherwise engaged in, targeted or derived revenues or funds from or expended any funds in relation to, or has any current intention to otherwise engage in, target or derive (or reasonably expect to derive) revenues or funds from or expend any funds in relation to, any direct or indirect dealings or transactions (including, for the avoidance of doubt, with respect to Intellectual Property pertaining to cannabis or cannabinoid products) in or to the United States of America, any state of the United States and its subsidiaries territories and possessions or the District of Columbia or any other federal, provincial, territorial, state, municipal, local or foreign jurisdiction where such activity is not fully lawful under all applicable federal, state, provincial or territorial laws; neither the Corporation nor any Subsidiary nor any Related Entity has operated in or exported any cannabis or cannabinoid product to any jurisdiction except Canada, Greece, Israel and, as set forth above, the State of Colorado; to the knowledge of the Corporation, none of the Investment Entities have operated in or exported any cannabis or cannabinoid product to any jurisdiction except Canada; and the Corporation, its Subsidiaries, the Related Entities and, to the knowledge of the Corporation, the Investment Entities, have instituted and maintained and will continue to maintain policies and procedures reasonably designed to (i) ensure that the Company Corporation, its Subsidiaries, the Related Entities and its subsidiaries the Investment Entities do not carry on any cannabis-related activities that violate in, or distribute or receive any cannabis or cannabinoid products to or from, or receive or distribute any funds, directly or indirectly, to or from any person carrying on such activities in any jurisdiction where such activities or products are not fully in compliance with all applicable federal, state state, provincial or provincial territorial laws, (ii) ensure that any borrower or customer of the Company or its subsidiaries that requires a state license to operate has obtained such license and to verify that such license is valid, and (iii) comply with the due diligence procedures set forth in the February 14, 2014 guidance promulgated . Sales by the Financial Crimes Enforcement Network clarifying the Bank Secrecy Act (the “BSA”) expectations for financial institutions seeking to provide services to marijuana-related businesses. Neither the Company nor Corporation, any of its subsidiaries norSubsidiary, any Related Entity or, to the Company’s knowledgeknowledge of the Corporation, any person acting on behalf Investment Entity, of the Company or any subsidiary, including without limitation upon foreclosure hemp-derived products in respect of any loan made by the Company or any subsidiary, has cultivated, produced, processed, imported or distributed, or has any current intention to cultivate, produce, process, import or distribute, any cannabis product or has otherwise engaged, or has any current intention to otherwise engage, in any dealings or transactions in cannabis in or to the United States are in compliance with all applicable regulations since all of Americasuch products that contain hemp, its territories contain less than 0.3% THC content and possessions, any state of are sold only in states in the United States and that have authorized the District sale of Columbia or any other federal, provincial, state, municipal, local or foreign jurisdiction where such activity is illegalhemp products. Neither the Company nor any of its subsidiaries has exported any cannabis product to any jurisdiction. For all purposes of this Agreement, the term “cannabis” shall exclude the plant Cannabis sativa L. and any part of that plantNo regulatory authority, including the seeds thereof and all derivativesTSX or the NYSE, extractshas indicated that it will prohibit the listing of the Corporation’s securities based upon its sale of CBD products nor will the Agents or any broker or other FINRA member participating in this Offering be prohibited from depositing, cannabinoidsclearing or settling the Shares, isomersincluding through DTC or otherwise, acids, salts, and salts on account of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol concentration the Corporation’s sale of not more than 0.3 percent on a dry weight basisCBD products.

Company Activities. The Company and its subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to (i) ensure that the Company and its subsidiaries do not carry on any activities that violate applicable federal, state or provincial laws, (ii) ensure that any borrower or customer of the Company or its subsidiaries that requires a state license to operate has obtained such license and to verify that such license is valid, and (iii) comply with the due diligence procedures set forth in the February 14, 2014 guidance promulgated by the Financial Crimes Enforcement Network clarifying the Bank Secrecy Act (the “BSA”) expectations for financial institutions seeking to provide services to marijuana-related businesses. Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any person acting on behalf of the Company or any subsidiary, including without limitation upon foreclosure in respect of any loan made by the Company or any subsidiary, subsidiary has cultivated, produced, processed, imported or distributed, or has any current intention to cultivate, produce, process, import or distribute, any cannabis product or has otherwise engaged, or has any current intention to otherwise engage, in any dealings or transactions in cannabis in or to the United States of America, its territories and possessions, any state of the United States and the District of Columbia or any other federal, provincial, state, municipal, local or foreign jurisdiction where such activity is illegal. Neither the Company nor any of its subsidiaries has exported any cannabis product to any jurisdiction. The Company and its subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to ensure that the Company and its subsidiaries do not carry on any activities or distribute any products in a manner that violates applicable federal, state or provincial laws. For all purposes of this Agreement, the term “cannabis” shall exclude the plant Cannabis sativa L. and any part of that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis. (ccc) Description of the Reorganization Documents. Each Reorganization Document conforms in all material respects to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. Any certificate signed by or on behalf of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Company Activities. The Company Except for commercial activities of Truss CBD USA LLC and HEXO USA Inc. involving hemp that contains less than 0.3% THC content in the State of Colorado and a related supply of distillate of such hemp product provided by HEXO Operations Inc. to Truss CBD USA LLC, neither the Corporation nor any Subsidiary nor any Related Entity nor, to the Corporation’s knowledge, any person acting on behalf of the Corporation, any Subsidiary or any Related Entity, nor, to the knowledge of the Corporation, any Investment Entity or any person acting on behalf of any Investment Entity, has cultivated, produced, processed, imported, sold or distributed, or has any current intention to cultivate, produce, process, import, sell or distribute, any cannabis or cannabinoid product (which terms include, for greater certainty, all cannabis or cannabinoid products containing any level of THC or CBD) or has otherwise engaged in, targeted or derived revenues or funds from or expended any funds in relation to, or has any current intention to otherwise engage in, target or derive (or reasonably expect to derive) revenues or funds from or expend any funds in relation to, any direct or indirect dealings or transactions (including, for the avoidance of doubt, with respect to Intellectual Property pertaining to cannabis or cannabinoid products) in or to the United States of America, any state of the United States and its subsidiaries territories and possessions or the District of Columbia or any other federal, provincial, territorial, state, municipal, local or foreign jurisdiction where such activity is not fully lawful under all applicable federal, state, provincial or territorial laws; neither the Corporation nor any Subsidiary nor any Related Entity has operated in or exported any cannabis or cannabinoid product to any jurisdiction except Canada, Greece, Israel, Malta, Australia and, as set forth above, the State of Colorado; to the knowledge of the Corporation, none of the Investment Entities have operated in or exported any cannabis or cannabinoid product to any jurisdiction except Canada; and the Corporation, its Subsidiaries, the Related Entities and, to the knowledge of the Corporation, the Investment Entities, have instituted and maintained and will continue to maintain policies and procedures reasonably designed to (i) ensure that the Company Corporation, its Subsidiaries, the Related Entities and its subsidiaries the Investment Entities do not carry on any cannabis-related activities that violate in, or distribute or receive any cannabis or cannabinoid products to or from, or receive or distribute any funds, directly or indirectly, to or from any person carrying on such activities in any jurisdiction where such activities or products are not fully in compliance with all applicable federal, state state, provincial or provincial territorial laws, (ii) ensure that any borrower or customer of the Company or its subsidiaries that requires a state license to operate has obtained such license and to verify that such license is valid, and (iii) comply with the due diligence procedures set forth in the February 14, 2014 guidance promulgated . Sales by the Financial Crimes Enforcement Network clarifying the Bank Secrecy Act (the “BSA”) expectations for financial institutions seeking to provide services to marijuana-related businesses. Neither the Company nor Corporation, any of its subsidiaries norSubsidiary, any Related Entity or, to the Company’s knowledgeknowledge of the Corporation, any person acting on behalf Investment Entity, of the Company or any subsidiary, including without limitation upon foreclosure hemp-derived products in respect of any loan made by the Company or any subsidiary, has cultivated, produced, processed, imported or distributed, or has any current intention to cultivate, produce, process, import or distribute, any cannabis product or has otherwise engaged, or has any current intention to otherwise engage, in any dealings or transactions in cannabis in or to the United States are in compliance with all applicable regulations since all of Americasuch products that contain hemp, its territories contain less than 0.3% THC content and possessions, any state of are sold only in states in the United States and that have authorized the District sale of Columbia or any other federal, provincial, state, municipal, local or foreign jurisdiction where such activity is illegalhemp products. Neither the Company nor any of its subsidiaries has exported any cannabis product to any jurisdiction. For all purposes of this Agreement, the term “cannabis” shall exclude the plant Cannabis sativa L. and any part of that plantNo regulatory authority, including the seeds thereof and all derivativesTSX or the Nasdaq, extractshas indicated that it will prohibit the listing of the Corporation’s securities based upon its sale of CBD products nor will the Agents or any broker or other FINRA member participating in this Offering be prohibited from depositing, cannabinoidsclearing or settling the Shares, isomersincluding through DTC or otherwise, acids, salts, and salts on account of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol concentration the Corporation’s sale of not more than 0.3 percent on a dry weight basisCBD products.

Company Activities. The Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any Person acting on behalf of the Company or any Subsidiary, has cultivated, produced, processed, imported, sold or distributed, or has any current intention to cultivate, produce, process, import, sell or distribute, any cannabis product (which terms include, for greater certainty, all cannabis products containing any level of THC (greater than 0.3%)) or has otherwise engaged in, targeted or derived revenues or funds from or expended any funds in relation to, or has any current intention to otherwise engage in, target or derive (or reasonably expect to derive) revenues or funds from or expend any funds in relation to, any direct or indirect dealings or transactions (including, for the avoidance of doubt, with respect to Intellectual Property pertaining to cannabis products) in or to the United States of America, any state of the United States and its territories and possessions or the District of Columbia or any other federal, state, municipal, local or foreign jurisdiction where such activity is not fully lawful under all applicable federal or state laws; neither the Company nor any Subsidiary has operated in or exported any cannabis product to any jurisdiction; and the Company and its subsidiaries Subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to (i) ensure that the Company and its subsidiaries Subsidiaries do not carry on any cannabis-related activities that violate in, or distribute or receive any cannabis products to or from, or receive or distribute any funds, directly or indirectly, to or from any person carrying on such activities in any jurisdiction where such activities or products are not fully in compliance with all applicable federal, state state, provincial or provincial territorial laws, (ii) ensure that any borrower or customer of the Company or its subsidiaries that requires a state license to operate has obtained such license and to verify that such license is valid, and (iii) comply with the due diligence procedures set forth . Except as disclosed in the February 14SEC Documents, 2014 guidance promulgated by the Financial Crimes Enforcement Network clarifying the Bank Secrecy Act (the “BSA”) expectations for financial institutions seeking to provide services to marijuana-related businesses. Neither neither the Company nor any of its subsidiaries norSubsidiaries owns or has any right to acquire, directly or indirectly, any securities of any Person (including those that are convertible or exchangeable into securities of any such Person) with Cannabis-related activities in the United States, including, but not limited to: (i) direct or indirect ownership of, or investment in, any such Person; (ii) commercial interests or arrangements with any such Person that are similar in substance to the Company’s knowledgeownership of, or investment in, any person acting on behalf of such Person; (iii) providing services or products that are specifically designed for, or targeted at, any such Person; or (iv) commercial interests or arrangements with Persons engaging in the Company or any subsidiary, including without limitation upon foreclosure business activities described in respect of any loan made (iii). Sales by the Company or any subsidiary, has cultivated, produced, processed, imported or distributed, or has any current intention to cultivate, produce, process, import or distribute, any cannabis product or has otherwise engaged, or has any current intention to otherwise engage, Subsidiary of hemp-derived products in any dealings or transactions in cannabis in or to the United States are in compliance with all applicable regulations since all of Americasuch products that contain hemp, its territories contain less than 0.3% THC content and possessions, any state of are sold only in states in the United States and that have not prohibited the District sale of Columbia or any other federal, provincial, state, municipal, local or foreign jurisdiction where such activity is illegalhemp products. Neither No regulatory authority has indicated to the Company nor or any of its subsidiaries has exported any cannabis product to any jurisdiction. For all purposes Subsidiaries that it will prohibit the trading of this Agreementthe Company’s securities based upon its sale of hemp and hemp-derived Cannabidiol (“CBD”) products nor will the Investor be prohibited from depositing, clearing or settling the term “cannabis” shall exclude the plant Cannabis sativa L. and any part of that plantConversion Shares or Warrant Shares, including through the seeds thereof Depository Trust Company (“DTC”) or otherwise, on account of the Company’s sale of hemp and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts hemp-derived CBD products or transaction of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basisits business.

Company Activities. The Company and its subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to (i) ensure that the Company and its subsidiaries do not carry on any activities that violate applicable federal, state or provincial laws, (ii) ensure that any borrower or customer of the Company or its subsidiaries that requires a state license to operate has obtained such license and to verify that such license is valid, valid and (iii) comply with the due diligence procedures set forth in the February 14, 2014 guidance promulgated by the Financial Crimes Enforcement Network clarifying the Bank Secrecy Act (the “BSA”) expectations for financial institutions seeking to provide services to marijuana-related businesses. Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any person acting on behalf of the Company or any subsidiarysubsidiary including, including without limitation limitation, upon foreclosure in respect of any loan made by the Company or any subsidiary, has cultivated, produced, processed, imported or distributed, or has any current intention to cultivate, produce, process, import or distribute, any cannabis product or has otherwise engaged, or has any current intention to otherwise engage, in any dealings or transactions in cannabis in or to the United States of America, its territories and possessions, any state of the United States and the District of Columbia or any other federal, provincial, state, municipal, local or foreign jurisdiction where such activity is illegal. Neither the Company nor any of its subsidiaries has exported any cannabis product to any jurisdiction. For all purposes of this Agreement, the term “cannabis” shall exclude the plant Cannabis sativa L. and any part of that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis.