Conditions of Closing. The Subscriber acknowledges and agrees that the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to the Closing Time: (a) at or prior to the time and date specified by the Corporation to the Subscriber: (i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code: (ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0 (iii) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “A”; (iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”; (b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise; (c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time; (d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber; (e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering; (f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and (g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement.
Appears in 1 contract
Conditions of Closing. The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder, including each Beneficial Purchaser) that the obligations of the Corporation is relying hereunder are conditional on the accuracy and truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event no later than the Closing Time:
(a) at the Corporation accepts the Subscriber’s subscription in whole or prior in part;
(b) unless other arrangements acceptable to the time Corporation and date specified the Agent have been made, payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount Price by certified cheque or bank draft in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:Canadian dollars payable to “Northern Securities Inc..”
(iic) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) no later than 9:00 a.m. EST on the last Business Day preceding the Closing Date to: MedMen EnterprisesNorthern Securities Inc. 000 Xxxx Xxxxxx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X00X0 Attention: Xxxx Xxxxxx Facsimile: (000) 000-0000
(iiid) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered one of the certificates as set forth in Schedule “A”” or Schedule “B” hereto, as applicable;
(ive) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all Corporation such other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf pursuant to terms of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offeringthis Subscription Agreement;
(f) the Corporation having accepted offer, sale and issuance of the Subscriber’s subscription, in whole or in partWarrants being exempt from the prospectus and registration requirements of applicable Securities Laws; and
(g) the issue and sale conditions of closing contained in the Shares Agency Agreement being exempt from satisfied or waived by the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementrelevant party.
Appears in 1 contract
Samples: Subscription Agreement for Special Flow Through Warrants (Yukon Gold Corp Inc)
Conditions of Closing. The completion of the Offering is conditional upon, among other things, the Corporation obtaining TSX Approval and AMEX Approval prior to the Closing Date. The Subscriber acknowledges and agrees that as the sale of the Flow-Through Shares will not be qualified by a prospectus in Canada, such sale and issuance is subject to the condition that the Subscriber return to the Corporation all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Corporation is relying may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Flow-Through Shares. Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior unless other arrangements acceptable to the time and date specified Corporation have been made, payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount Price as set out in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:Section 3.4;
(iib) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen EnterprisesApollo Gold Corporation 0000 Xxxxx Xxxxxxxx Xxxxxx, Inc. 00000 Xxxxx 000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxxx 00000-0000 Attention: R. Xxxxx Xxxxxxx X0X 0X0Fax: 000-000-0000
(iiic) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered the Certificate attached hereto as Schedule “"A”;"; and
(ivd) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, completed signed and delivered the Registration Rights Agreement attached hereto as Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement"C".
Appears in 1 contract
Conditions of Closing. This Subscription Agreement shall be subject to acceptance by the Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (collectively, the “Regulatory Authorities”). The Subscriber acknowledges and agrees that the Corporation is relying obligations of the Issuer hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached heretowith payment) by no later than 5:00 p.m. (Vancouver time) on April 23, 2019, to: MedMen EnterprisesNioCorp Developments Ltd. 7000 Xxxxx Xxxxxxxx Xxxxxx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx XxxxXxxxx 000 Xxxxxxxxxx, XX 00000 With a Copy toAttention: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Jxx Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Email: jxx.xxxx@xxxxxxx.xxx
(iiib) all Subscribers having properly completed, signed and delivered the Regulation S Certificate attached as Schedule C hereto;
(c) if the Subscriber is a U.S. Purchaserrequired by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “A”;
B hereto (ivif applicable) and the U.S. Purchaser Certificate attached as Schedule D hereto (if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Timeapplicable);
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time Issuer having been performed or complied with in all respects by the Subscriberaccepted this Subscription Agreement;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements regulatory and consents in respect of conditional Exchange approvals having been obtained by the Offering;Issuer; and
(f) payment having been made by the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale Subscriber of the Shares being exempt from Subscription Price as set out above under the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale heading “Procedure and Delivery” on page v of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementthis Subscription Agreement.
Appears in 1 contract
Conditions of Closing. The completion of the Offering is conditional upon, among other things, the Corporation obtaining TSX Approval and AMEX Approval prior to the Closing Date and satisfactory due diligence by the Underwriter in respect of the business and affairs of the Corporation. The Subscriber acknowledges and agrees that as the sale of the Flow-Through Shares will not be qualified by a prospectus in Canada, such sale and issuance is subject to the condition that the Subscriber return to the Corporation and/or the Underwriter all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Underwriter and/or the Corporation is relying may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Flow-Through Shares. Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior unless other arrangements acceptable to the time and date specified Underwriter have been made, payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount Price as set out in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:Section 3.4;
(iib) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen EnterprisesHxxxxxx Securities Inc Sxxxx 0000, Inc. 00000 Xxxxxxxxx Xxxx. 000 Xxxxxxx Xxxxxx XxxxXxxxxxxxx, XX 00000 With a Copy toX0X 0X0 Attention: Xxxxxxx Xxxxx & Mxxxxxxx Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Fax: (000) 000-0000
(iiic) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “A”;” hereto; and
(ivd) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, completed signed and delivered the Registration Rights Agreement attached hereto as Schedule “BC”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement.
Appears in 1 contract
Conditions of Closing. The Subscriber acknowledges and agrees that the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to the Closing Time:
(a) at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0
(iii) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “A”;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement.
Appears in 1 contract
Conditions of Closing. The Subscriber acknowledges and agrees that the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to the Closing Time:
(a) at or prior to the time and date specified payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Aggregate Subscription Amount in a manner as described below or in such other manner as may be provided for agreed to by the Corporation. Payment can be made by way Agent against delivery of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:Purchased Units;
(iib) on or before September 18, 2023, the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen EnterprisesiA Capital Markets, a division of iA Private Wealth Inc. 00000 Xxxxxxxxx Xxxx. 00 Xxxxxxxxxx Xxxxxx Xxxx, XX 00000 With a Copy toXxxxx 000 Toronto, Ontario M5E 1S2, Canada Attention: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0E-mail: XXXXxxxxx@xxxxxxxxxxxxxxxx.xx
(iiic) if on or before the Subscriber is a U.S. PurchaserClosing Date, the Subscriber having properly completed, signed and delivered Schedule “A”a Registration Rights Agreement, in the form attached hereto as SCHEDULE "F";
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(bd) the Subscriber having executed and returned to the Corporation, at the Corporation’s reasonable request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvalsapprovals and consents, waivers, acknowledgements and consents including regulatory approvals in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and;
(g) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(h) all covenants and agreements contained herein to be performed by the Subscriber (including, if applicable, each Disclosed Principal) on or prior to the Closing Time shall have been performed or complied with in all material respects;
(i) the issue and sale of the Shares Units being exempt from the requirement to file a registration and prospectus or registration statement requirements under applicable Securities Laws relating to the sale of the SharesUnits, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum (provided that the Corporation shall be obligated to file a registration statementstatement under the U.S. Securities Act with the SEC in respect of resales of the Unit Shares and Warrant Shares, as set forth in the Registration Rights Agreement);
(j) the closing conditions in the Agency Agreement having been satisfied or waived by the relevant party; and
(k) the Corporation having provided notification to the Nasdaq Capital Market for the listing of the Unit Shares and the Warrant Shares. The Corporation acknowledges and agrees that the Subscriber’s obligation to purchase the Purchased Units is subject to, among other things, the following conditions:
(l) the representations and warranties of the Corporation contained or otherwise incorporated by reference in this Agreement and the Agency Agreement are true and correct when made and shall be true and correct on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date;
(m) all covenants, agreements and conditions contained or otherwise incorporated by reference in this Agreement to be performed by the Corporation on or prior to the Closing Date shall have been performed or complied with in all material respects to the satisfaction of the Subscriber, acting reasonably;
(n) the closing conditions contained in the Agency Agreement in favour of the Agent (and the Subscriber) being satisfied; and
(o) the Subscriber having received copies of the opinions listed in the Agency Agreement, which opinions shall be addressed to the Subscriber.
Appears in 1 contract
Samples: Subscription Agreement (Vision Marine Technologies Inc.)
Conditions of Closing. This Subscription Agreement shall be subject to acceptance by the Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (collectively, the “Regulatory Authorities”). The Subscriber acknowledges and agrees that the Corporation is relying obligations of the Issuer hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen EnterprisesNioCorp Developments Ltd. 7000 Xxxxx Xxxxxxxx Xxxxxx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx XxxxXxxxx 000 Xxxxxxxxxx, XX 00000 With a Copy toAttn: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Jxxx X. Xxxxxxx, Xxxxxxx X0X 0X0Xx. email: jxxxxxxx@xxxxxxx.xxx
(iiib) if the Subscriber hereby confirms that it is purchasing Securities in exchange for the settlement of a U.S. Purchaser, bona fide debt in accordance with section 2.14 of National Instrument 45-106;
(c) the Subscriber having properly completed, signed and delivered the Regulation S Certificate attached as Schedule “A”A hereto;
(ivd) if the Subscriber is not a U.S. Purchaser, Issuer having accepted this Subscription Agreement;
(e) all necessary regulatory and conditional Exchange approvals having been obtained by the Issuer; and
(f) the Subscriber having properly completed, signed and delivered Schedule “B”;
a termination agreement with respect to the termination of the Consulting Agreement in a form satisfactory to the Issuer. The Issuer acknowledges and agrees that it is a further condition of Closing for the Issuer to deliver electronic copies of the Convertible Note and the Warrants with originals to follow within five (b5) Business Days after the Subscriber having executed Closing Time. Until such electronic delivery of the Convertible Note and the Warrants to the Subscriber, all other closing documentation shall be held in escrow and either (i) all closing documentation shall be released on confirmation of such electronic delivery and Closing shall be deemed to have occurred at the Closing Time or (ii) if such electronic delivery is not completed, all Closing documentation shall be returned to the Corporation, at persons who executed same and Closing shall be deemed not to have occurred. The Issuer shall further deliver the Corporation’s request, all other documents as may be required by Note Shares issuable on the Securities Laws or any other laws for delivery by the Corporation on behalf exercise of conversion of part of the Subscriber or otherwise;
(cConvertible Note to be converted in accordance with Section 6(y) the representations and warranties of the Subscriber set forth herein being true and correct as of hereof immediately following the Closing Time;
(d) all covenants and agreements contained herein , to be performed or complied with by the Subscriber on or prior to within five (5) Business Days after the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementTime.
Appears in 1 contract
Conditions of Closing. The Subscriber acknowledges and agrees that the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to the Closing Time:
(a) at on or prior to the time and date specified by the Corporation to the Subscriber:about June 23, 2020,
(i) the Subscriber having delivered a properly completed and signed Subscription Agreement (including all applicable Schedules hereto) to the Corporation at the address below, and having made payment of arrangements for the Subscription Amount in a manner as described below or in such other manner as may be provided for by acceptable to the Corporation: JR RESOURCES CORP. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions200 Xxxxx Xxxxxx, Xxxxx 000 Xxxx, Xxxxxx 00000 Attention: Beneficiary Name and AddressRxxxxxx Xxxxx Email: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:rxxxxxx@xxxxxxxxxxxxxxx.xxx
(ii) if the Subscriber is resident of Canada or otherwise subject to Canadian Securities Laws, the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules A) Schedule “B” (the Canadian Accredited Investor Status Certificate) attached hereto, and (B) to: MedMen EnterprisesExhibit “I” to Schedule “B” if subscribing under categories (j), Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0(k) or (l) of the Canadian Accredited Investor Status Certificate;
(iii) if the Subscriber is a U.S. Purchaserresident outside of Canada and the United States, the Subscriber having properly completed, signed and delivered Schedule “A”;C” (the International Jurisdiction Certificate) attached hereto; and
(iv) if the Subscriber is not a U.S. PurchaserSubscriber, the Subscriber having properly property completed, signed and delivered Schedule “B”D” (the U.S. Accredited Investor Certificate) attached hereto;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwiseSubscriber;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements approvals and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(gd) the issue and sale of the Shares Subscription Receipts being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum or registration statement similar disclosure document under applicable Securities Laws securities legislation relating to the sale of the SharesSubscription Receipts, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementstatement or deliver an offering memorandum.
Appears in 1 contract
Conditions of Closing. The completion of the Offering is conditional upon, among other things, the Corporation obtaining TSX Approval and NYSE AMEX Approval prior to the Closing Date and satisfactory due diligence by the Underwriter in respect of the business and affairs of the Corporation. The Subscriber acknowledges and agrees that as the sale of the Flow-Through Shares will not be qualified by a prospectus in Canada or registered in the United States, such sale and issuance is subject to the condition that the Subscriber return to the Corporation and/or the Underwriter all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Underwriter and/or the Corporation is relying may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Flow-Through Shares. Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior unless other arrangements acceptable to the time and date specified Underwriter have been made, payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount Price as set out in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:Section 3.3;
(iib) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen EnterprisesHxxxxxx Securities Inc. Sxxxx 0000 - 000 Xxxxxxx Xxxxxx Xxxxxxxxx, Inc. 00000 X.X. X0X 0X0 Attention: Mxxxxxxx Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy toFacsimile: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0600-000-0000
(iiic) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “"A”;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement" hereto.
Appears in 1 contract
Conditions of Closing. The Subscriber acknowledges and agrees that ESCROW AGENT is instructed to conduct the Corporation is relying Closing on the truth such date set forth in Section 6A above, subject to each of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to the Closing Timefollowing:
(a1) If Seller is unable to close on or before the original Closing Date, then such Closing Date shall be automatically extended for thirty (30) days; provided, however, that Seller, Seller's representative, or ESCROW AGENT may give PURCHASER written notice during such thirty (30) period that Seller is ready to close and such Closing shall occur within five (5) days following such written notice. If Seller is unable to close the transaction on or before the first extended Closing Date, then such Closing Date shall be automatically extended for another thirty (30) days; provided, however, that Seller, Seller's representative, or the ESCROW AGENT may give PURCHASER written notice during such thirty (30) day period that Seller is ready to close and such Closing shall occur within five (5) days following such written notice. No further extensions by Seller may be given unless agreed to in writing by PURCHASER.
(2) If Seller is unable to deliver insurable title to PURCHASER as required in this Agreement at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner Closing Date, as may be provided for by extended herein, then the Corporation. Payment can Closing shall not occur, in which case such inability shall be made by way deemed no fault of wire transfer in U.S. funds using Seller, and Seller may cancel this Agreement and the following wire transfer instructions: Beneficiary Name provisions of Section 6F(2) below and Address: Account NoSection 10 shall apply.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii3) If this transaction has been cancelled or terminated as permitted elsewhere in this Agreement, the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Closing shall not occur.
(iii4) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “A”;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as If PURCHASER requests an extension of the Closing Time;
Date in writing at least five (d5) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or calendar days prior to the scheduled Closing Time having been performed or complied Date, and Seller, in its sole and absolute discretion (after consultation with Seller's Broker) grants, in all respects by writing, an extension, PURCHASER agrees to pay to Seller a non- refundable per diem of $ (hereinafter the Subscriber;"Extension Fee") through and including the Closing Date as specified in the written extension. Such written extension shall specify the new Closing Date. Any extension failing to specify the new Closing Date shall be void. This fee will NOT be credited towards the Purchase Price. In the event the transaction fails to close, such accrued Extension Fee shall immediately be due and owing to Seller (See Section 12).
(e5) If the Corporation having obtained all necessary approvalsClosing Date has been extended pursuant to an Addendum to this Agreement or an extension executed by both Seller and PURCHASER, waivers, acknowledgements and consents in respect of then ESCROW AGENT shall conduct the Offering;
(f) Closing on the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals Closing Date as may be required to permit such sale without the requirement to file a prospectus or registration statementso extended.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Conditions of Closing. The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that as the sale of the Units will not be qualified by a prospectus, such sale and issuance is subject to the condition that the Subscriber (or, if applicable, the Disclosed Principal for whom it is contracting hereunder) sign and return to the Corporation and/or the Agent all relevant documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Corporation is relying and/or the Agent may be required to provide the Securities Regulators with a list setting forth the identities of the Disclosed Principal, if any. Notwithstanding that the Subscriber may be purchasing Units as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of the Disclosed Principal or any undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that the obligations of the Corporation hereunder are conditional on the accuracy and truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at the Corporation accepts the Subscriber's subscription in whole or prior in part;
(b) unless other arrangements acceptable to the time and date specified Agent have been made, payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount Price by certified cheque or bank draft in a manner as described below United States dollars payable to “Xxxxxxx Xxxxx LLP in Trust” or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer of the Subscription Price in U.S. funds using the following wire transfer instructionsUnited States dollars to: Beneficiary Name and AddressXxxxxxx Xxxxx LLP Trust Account TD Canada Trust 00 Xxxx Xxxxxx Xxxx & Xxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Transit No.: 10202-004 Account No.: Routing 0690-0000000 Swift Code No.: XXXXXXXXXXX Bank Nameof America NY, NY ABA No.: Bank Address026 009 593 Swift Code No.: Bank SWIFT code:XXXXXX0XXXX To be forwarded to TD Canada Trust
(iic) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Kingsmill Capital Partners Inc. 00000 Xxxxxxxxx Xxxx. 000 Xxxxx Xxxxxxxx Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx 000X Xxxxxxx, Xxxxxxx X0X 0X00X0 Attention: Xxxxx Xxxxx Fax: 000-000-0000
(iiid) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered one of the certificates as set forth in Schedule “A”” or Schedule “B” hereto, as applicable;
(ive) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all Corporation such other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf pursuant to terms of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;this Subscription Agreement; and
(f) the Corporation having accepted the Subscriber’s subscriptionobtaining all orders, in whole permits, approvals, waivers, consents, licenses or in part; and
(g) the issue and sale similar authorizations of the Shares being exempt from Securities Regulators necessary to complete the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the offer, sale and issuance of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementSecurities.
Appears in 1 contract
Conditions of Closing. This Subscription Agreement shall be subject to acceptance by the Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (collectively, the “Regulatory Authorities”). The Subscriber acknowledges and agrees that the Corporation is relying obligations of the Issuer hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached heretowith payment) by no later than 5:00 p.m. (Vancouver time) on July 12, 2017, to: MedMen EnterprisesMackie Research Capital Corporation 100 Xxx Xxxxxx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx XxxxXxxxx 0000 Xxxxxxxx Xxxxx West, XX 00000 With a Copy toBox 368 Toronto, Ontario M5L 1G2 Attention: Xxxxxxx Exxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Email: Exxxxx@xxxxxxxxxxxxxx.xxx
(iiib) all Subscribers having properly completed, signed and delivered the Regulation S Certificate attached as Schedule C hereto;
(c) if the Subscriber is a U.S. Purchaserrequired by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “A”B hereto (if applicable), and the Existing Security Holder Certificate attached as Schedule D hereto (if applicable);
(ivd) if the Subscriber is not a U.S. Purchaser, the Subscriber Issuer having properly completed, signed and delivered Schedule “B”accepted this Subscription Agreement;
(be) all necessary regulatory and conditional Exchange approvals having been obtained by the Issuer; and
(f) unless other arrangements acceptable to the Agent have been made, payment having been made to the Agent by the Subscriber of the Subscription Price as set out above under the heading “Procedure and Delivery” on page v of this Subscription Agreement and payment having executed and returned been made to the Corporation, at the Corporation’s request, all other documents as may be required Issuer by the Securities Laws or any other laws for delivery by the Corporation Agent on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementSubscription Price.
Appears in 1 contract
Conditions of Closing. (a) The Subscriber acknowledges and agrees that obligation of Purchaser to acquire the Corporation Conveyed Interests under the terms of this Agreement is relying on contingent upon the truth of the following:
i. Seller Parties’ representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to the Closing Time:
(aSection 2.1(b) at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may shall be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0
(iii) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “A”;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as when made, and shall be true and correct on the Closing Date;
ii. Seller has delivered the items described in Section 1.5(b);
iii. Purchaser has received the items described in Section 1.5(d);
iv. Seller has paid to the Lenders that certain interest payment in the amount of $1,020,157.33 plus past due interest in the amount of $9,300.71, due and payable on December 31, 2015 which is due under the terms of the Closing TimeBridge Loan, such payment is to be made within five (5) business days upon execution of this Agreement, but in no event later than March 27, 2016;
v. Lenders of Abengoa Vista Ridge and Purchaser have agreed to mutually acceptable terms to the Lender Consent (das described in Section 1.5(d)(i)) and Bridge Loan (as described as set out in Section 1.2(c));
vi. All litigation in connection with the Project involving Blue Water Systems, LP or its affiliates shall be resolved in the manner described in 1.5(d)(ii);
vii. Seller has performed all covenants other obligations and agreements contained herein conditions required to be performed or complied with observed by the Subscriber it on or prior to the Closing Time having been performed or complied with in all respects by the SubscriberDate;
(e) viii. Seller has satisfied with BAML the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect remaining amounts due under the terms of the Offering;
(f) BoA Debt Agreement which are in excess of the Corporation having accepted the Subscriber’s subscription, in whole amount paid or in partto be paid to BAML pursuant to Section 1.2(b); and
(g) the issue ix. Seller has delivered to SAWS those documents and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Sharesinstruments for which it is responsible, or the Corporation having received such orders, consents or approvals as may be required by SAWS related to permit its approval as per Section 1.5 below.
(b) The obligation of Seller to sell the Conveyed Interests under the terms of this Agreement is contingent upon the following:
i. Purchaser Parties have caused the payments to be paid, as set out in Sections 1.2 (a),(b) and (c) (collectively the “Transaction Payments”);
ii. Purchaser Parties’ representations and warranties in Section 2.1(a) shall be true and correct when made, and shall be true and correct on the Closing Date;
iii. Purchaser Parties are not, as of the Closing Date, in default of the Closing Covenants set out in Section 1.6;
iv. Purchaser has delivered the items described in Section 1.5(a);
v. Seller has received the items described in Section 1.5(c) and Section 1.5(d);
vi. A termination of the Early Works Services Agreement, entered into as of July 23, 2015 (the “Early Works Services Agreement”), by and among CTRWSC and Abeinsa and, in connection therewith, a release by CTRWSC and Abengoa Vista Ridge, and all other parties who may claim by or through CTRWSC or Abengoa Vista Ridge, of all claims, rights and remedies they may have against Abeinsa, at law or in equity, for sums paid by Abengoa Vista Ridge to Abeinsa at the direction of CTRWSC, in the amount of $118,735,00.00 (the “Bridge Loan Proceeds”), including any obligation for Abeinsa to repay to CTRWSC any Bridge Loan Proceeds.
vii. A termination of the Letter of Intent dated December 12, 2014 between Abengoa Vista Ridge and Abeinsa, and a release of both parties thereto as to all obligations thereunder, including any obligation for Abeinsa to repay to Abengoa Vista Ridge any amounts advanced by Abengoa Vista Ridge thereunder.
viii. Purchaser Parties shall have released Seller Parties in connection with any other debt related to Abengoa Vista Ridge effective as of the Closing Date.
ix. A release by SAWS of (i) the Abengoa guaranty arising under the terms of the Guaranty Agreement (as defined in the WTPA), and (ii) the Abengoa Letter of Support (as defined in the WTPA), as well as a substitution of a similar guaranty and letter of support and related documentation included in Appendix 16 of the WTPA from Xxxxxx Companies, Inc. in favor of SAWS.
x. Purchaser has delivered to SAWS those documents and instruments for which it is responsible, as may be required by SAWS related to its approval as per Section 1.5 below.
xi. Purchaser Parties shall have performed all other obligations and conditions required to be performed or observed by it on or prior to the Closing Date.
(c) The above notwithstanding, in the event the Conditions to Closing are not completed or the Closing has not occurred by June 3, 2016, this Agreement shall automatically terminate and the Seller Parties, Abengoa Vista Ridge and Purchaser Parties will have no further obligations to each other under the terms of this Agreement; provided, however, if Purchaser Parties have paid the March Loan Payment at the time of the termination of this Agreement under this Section, Seller shall reimburse Purchaser a sum equal to the March Loan Payment within five (5) business days from the date of such sale without termination.
(d) Notwithstanding anything to the requirement to file contrary, upon Purchaser’s payment of the March Loan Payment, Seller may not terminate this Agreement except in the case of a prospectus default by Purchaser or registration statementas per Section 1.4 (c) above.
Appears in 1 contract
Conditions of Closing. The completion of the Offering is conditional upon, among other things, the Corporation obtaining TSX Approval and AMEX Approval prior to the Closing Date and satisfactory due diligence by the Underwriter in respect of the business and affairs of the Corporation. The Subscriber acknowledges and agrees that as the sale of the Common Shares will not be qualified by a prospectus in Canada or registered in the United States, such sale and issuance is subject to the condition that the Subscriber return to the Corporation and/or the Underwriter all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Underwriter and/or the Corporation is relying may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Common Shares. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior unless other arrangements acceptable to the time and date specified Underwriter have been made, payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount Price as set out in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:Section 3.3;
(iib) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) and Schedule "A" hereto to: MedMen EnterprisesHxxxxxx Securities Inc. Sxxxx 0000 - 000 Xxxxxxx Xxxxxx Xxxxxxxxx, Inc. 00000 X.X. X0X 0X0 Attention: Mxxxxxxx Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy toFacsimile: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0
(iii) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “A”;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement.600-000-0000
Appears in 1 contract
Conditions of Closing. This Subscription Agreement shall be subject to acceptance by the Issuer and approval, as applicable, by Nasdaq and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (collectively, the “Regulatory Authorities”). The Subscriber acknowledges and agrees that the Corporation is relying obligations of the Issuer hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached heretowith payment) by no later than 5:00 p.m. (Vancouver time) on Tuesday, November 5, 2024, to: MedMen EnterprisesNioCorp Developments Ltd. 7000 Xxxxx Xxxxxxxx Xxxxxx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx XxxxXxxxx 000 Xxxxxxxxxx, XX 00000 With a Copy toAttention: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Nxxx Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Email: [***]
(iiib) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate (Canada) attached as Schedule “A”;
B hereto and the Accredited Investor Status Certificate (ivU.S.) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered attached as Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwiseC hereto;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing TimeIssuer having accepted this Subscription Agreement;
(d) all covenants necessary regulatory and agreements contained herein to be performed conditional approvals from or complied filings with the applicable Regulatory Authorities having been obtained or made by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;Issuer; and
(e) payment having been made by the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect Subscriber of the Offering;
(f) Subscription Price as set out above under the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue heading “Procedure and sale Delivery” on page vi of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementthis Subscription Agreement.
Appears in 1 contract
Conditions of Closing. This Subscription Agreement shall be subject to acceptance by the Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (collectively, the “Regulatory Authorities”). The Subscriber acknowledges and agrees that the Corporation is relying obligations of the Issuer hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached heretowith payment) by no later than 5:00 p.m. (Vancouver time) on August 31, 2018, to: MedMen EnterprisesNioCorp Developments Ltd. 0000 Xxxxx Xxxxxxxx Xxxxxx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx XxxxXxxxx 000 Xxxxxxxxxx, XX 00000 With a Copy toAttention: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxx Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Email: xxx.xxxx@xxxxxxx.xxx
(iiib) all Subscribers having properly completed, signed and delivered the Regulation S Certificate attached as Schedule C hereto;
(c) if the Subscriber is a U.S. Purchaserrequired by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “A”;
B hereto (iv) if the Subscriber is not a U.S. Purchaserapplicable), the Subscriber having properly completed, signed Existing Security Holder Certificate attached as Schedule D hereto (if applicable) and delivered the U.S. Purchaser Certificate attached as Schedule “B”;
E hereto (b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Timeif applicable);
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time Issuer having been performed or complied with in all respects by the Subscriberaccepted this Subscription Agreement;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements regulatory and consents in respect of conditional Exchange approvals having been obtained by the Offering;Issuer; and
(f) payment having been made by the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale Subscriber of the Shares being exempt from Subscription Price as set out above under the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale heading “Procedure and Delivery” on page v of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementthis Subscription Agreement.
Appears in 1 contract
Conditions of Closing. The Offering is conditional upon, among other things, the Corporation obtaining TSX-V Approval prior to the Closing Date. The Subscriber acknowledges and agrees that as the sale of the Units will not be qualified by a prospectus, such sale and issuance is subject to the condition that the Subscriber (or, if applicable, any others for whom it is contracting hereunder, including each beneficial purchaser) sign and return to the Corporation and/or the Agents all relevant documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Agents and/or the Corporation may be required to provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers of the Units. Notwithstanding that the Subscriber may be purchasing Units as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is relying contracting hereunder, including each beneficial purchaser) that the obligations of the Corporation hereunder are conditional on the truth and accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at the Corporation accepts the Subscriber’s subscription in whole or prior in part;
(b) unless other arrangements acceptable to the time and date specified Agent have been made, payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount Price by certified cheque in a manner Canadian dollars payable to “Westwind Partners Inc.” or as described below or in such other manner as may be provided for otherwise directed by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:Lead Agent;
(iic) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Westwind Partners Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X00X0 Attention: Nick Pocrnic Fax: (000) 000-0000;
(iiid) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered the certificate as set forth in Schedule “A”” or “B” hereto, as applicable;
(ive) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all Corporation such other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf pursuant to terms of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offeringthis Subscription Agreement;
(f) the Corporation having accepted offer, sale and issuance of the Subscriber’s subscription, in whole or in partUnits being exempt from the prospectus and registration requirements of applicable Securities Laws; and
(g) the issue and sale conditions of closing contained in the Shares Agency Agreement being exempt from satisfied or waived by the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementrelevant party.
Appears in 1 contract
Conditions of Closing. The Subscriber acknowledges and agrees that the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to the Closing Time:
(a) at or prior to the time and date specified payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount by certified cheque or bank draft in a manner Canadian dollars payable to “Plant Veda Foods Ltd.” or by wire transfer as described below or in such other manner as may be provided for follows: [REDACTED] Subscription Amounts received by the Corporation prior to the Closing Time will be held by the Corporation and/or used by the Corporation as it so determines, which funds, pending issuance of the Special Warrants, will be deemed to be a non-interest bearing loan from the Subscriber to the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:;
(iib) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen EnterprisesPlant Veda Foods Ltd. c/o Xxxxxx Xxxxxxx LLP 000-000 Xxxxxxxxx Xx., Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx XxxxXxxxxxxxx, XX 00000 With a Copy toX0X 0X0 Attention: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Fast Email: xxxxx@xxxxxxxxxxxxx.xxx CC: xxxxxxxx@xxxxxxxxxxxxx.xxx
(iiic) if the Subscriber is a U.S. Purchaseran “accredited investor” under NI 45-106, the Subscriber having properly completed, signed and delivered (i) Schedule “B” (the “Accredited Investor Status Certificate”), and (ii) Exhibit “A”” to Schedule “B” if subscribing under categories (j), (k) or (l) of the Accredited Investor Status Certificate;
(ivd) if the Subscriber is not a U.S. Purchaser“family, friend or business associate” under section 2.5 of NI 45-106, the Subscriber having properly completed, signed and delivered (i) Schedule “C” (the “Family, Friends or Business Associates Status Certificate”) if the Subscriber is not resident in Saskatchewan;
(e) if the Subscriber is a United States “accredited investor” under NI 45-106, the Subscriber having properly completed, signed and delivered (i) Schedule “B” (the “Accredited Investor Status Certificate”), (ii) Exhibit “A” to Schedule “B” if applicable, and (iii) Schedule “D”;
(bf) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(eg) the Corporation having obtained all necessary approvalsapprovals and consents, waivers, acknowledgements and consents including regulatory approvals in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(gh) the issue and sale of the Shares Special Warrants being exempt from the requirement to file a prospectus or registration statement and the requirement to deliver an offering memorandum under applicable Securities Laws securities legislation relating to the sale of the SharesSpecial Warrants, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementdeliver an offering memorandum.
Appears in 1 contract
Samples: Subscription Agreement
Conditions of Closing. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement and the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at on or prior to the time and date specified before June 15, 2023, payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount by certified cheque or bank draft in a manner United States dollars payable in accordance with the wire instructions attached hereto as described below Schedule “G” or in such other manner payment method as may be provided for agreed to by the Agent and the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:;
(iib) on or before June 15, 2023, the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0
(iii) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “A”;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Canadian Accredited Investor Status Certificate in Schedule “B”, the Employee, Executive Officer, Director and Consultant Status Certificate in Schedule “C”, the Offshore Purchaser Certificate in Schedule “D”, the Accredited Investor Certificate in Schedule “E”, as applicable, including any exhibit attached thereto, as applicable) to: ATB Capital Markets Inc. Attention: Xxx Xxxxx Email: [***] or in the case of Subscribers who are residents of the United States, as may be directed by the Corporation;
(bc) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing TimeSubscriber;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by Corporation accepting the Subscriber’s subscription, in whole or in part;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements approvals and consents and regulatory approvals in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares Units being exempt from the requirement to file a prospectus or registration statement and the requirement to deliver an offering memorandum under applicable Securities Laws relating to the offer and sale of the SharesUnits, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementstatement or to deliver an offering memorandum;
(g) the closing conditions contained in the Agency Agreement being satisfied or waived by the relevant party; and
(h) all documentation relating to the offer, sale and issuance of the Units being in form and substance satisfactory to the Corporation and the Agent.
Appears in 1 contract
Conditions of Closing. The Subscriber acknowledges and agrees that ESCROW AGENT is instructed to conduct the Corporation is relying Closing on the truth such date set forth in Section 6A above, subject to each of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to the Closing Timefollowing:
(a1) If Seller is unable to close on or before the original Closing Date, then such Closing Date shall be automatically extended for thirty (30) days; provided, however, that Seller, Seller's representative, or ESCROW AGENT may give PURCHASER written notice during such thirty (30) period that Seller is ready to close and such Closing shall occur within five (5) days following such written notice. If Seller is unable to close the transaction on or before the first extended Closing Date, then such Closing Date shall be automatically extended for another thirty (30) days; provided, however, that Seller, Seller's representative, or the ESCROW AGENT may give PURCHASER written notice during such thirty (30) day period that Seller is ready to close and such Closing shall occur within five (5) days following such written notice. No further extensions by Seller may be given unless agreed to in writing by PURCHASER.
(2) If Seller is unable to deliver insurable title to PURCHASER as required in this Agreement at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner Closing Date, as may be provided for by extended herein, then the Corporation. Payment can Closing shall not occur, in which case such inability shall be made by way deemed no fault of wire transfer in U.S. funds using Seller, and Seller may cancel this Agreement and the following wire transfer instructions: Beneficiary Name provisions of Section 6F(2) below and Address: Account NoSection 10 shall apply.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii3) If this transaction has been cancelled or terminated as permitted elsewhere in this Agreement, the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Closing shall not occur.
(iii4) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “A”;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as If PURCHASER requests an extension of the Closing Time;
Date in writing at least five (d5) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or calendar days prior to the scheduled Closing Time having been performed or complied Date, and Seller, in its sole and absolute discretion (after consultation with Seller's Broker) grants, in all respects by writing, an extension, PURCHASER agrees to pay to Seller a non- refundable per diem of $25.00 (hereinafter the Subscriber;"Extension Fee") through and including the Closing Date as specified in the written extension up to 90 days. Such written extension shall specify the new Closing Date. Any extension failing to specify the new Closing Date shall be void. This fee will NOT be credited towards the Purchase Price. In the event the transaction fails to close, such accrued Extension Fee shall immediately be due and owing to Seller (See Section 12).
(e5) If the Corporation having obtained all necessary approvalsClosing Date has been extended pursuant to an Addendum to this Agreement or an extension executed by both Seller and PURCHASER, waivers, acknowledgements and consents in respect of then ESCROW AGENT shall conduct the Offering;
(f) Closing on the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals Closing Date as may be required to permit such sale without the requirement to file a prospectus or registration statementso extended.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Conditions of Closing. The Subscriber acknowledges and agrees that the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to the Closing Time:
(a) at or prior to the time and date specified : payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount by certified cheque or bank draft in a manner Canadian dollars payable to “CASA Minerals Inc.” or by electronic money transfer as described below or in such other manner as may be provided for noted on the wire instructions attached hereto. Subscription Amounts received by the Corporation prior to the Closing Time will be held by the Corporation and/or used by the Corporation as it so determines, which funds, pending issuance of the Units, will be deemed to be a non-interest bearing loan from the Subscriber to the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) ; the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises000 – 000 Xxxxxxxxx Xx Xxxxxxxxx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy toXxxxxxx Xxxxxxxx X0X 0X0 Attention: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx XxxxxxxXxxxxxxx, Xxxxxxx X0X 0X0
(iii) President xxxxxxxxx@xxxxxxxxxxxx.xxx if the Subscriber is a U.S. Purchaseran “accredited investor” under NI 45-106, the Subscriber having properly completed, signed and delivered (i) Schedule “B” (the “Accredited Investor Status Certificate”), and (ii) Exhibit “A”;
” to Schedule “B” if subscribing under categories (ivj), (k) or (l) of the Accredited Investor Status Certificate; if the Subscriber is not a U.S. Purchaser“family, friend or business associate” under section 2.5 of NI 45-106, the Subscriber having properly completed, signed and delivered (i) Schedule “BC” (the “Family, Friends or Business Associates Status Certificate”) if the Subscriber is not resident in Saskatchewan, and (ii) Exhibit “A” to Schedule “C” if the Subscriber is a resident in Ontario;
; if the Subscriber is not an individual and (bi) holds, or will hold upon completion of the Offering, more than 5% of the issued and outstanding Common Shares on a Diluted or Undiluted basis; (ii) is, or will upon completion of the Offering be, an Insider; or (iii) is an Aggregate Pro Group placee, and a TSXV Corporate Placee Registration Form has not previously been filed with the TSXV or is not current, the Subscriber having properly completed, signed and delivered the form set out as Schedule “D” hereto; the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) ; the Corporation having obtained all necessary approvalsapprovals and consents, waivers, acknowledgements and consents including regulatory approvals in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares Units being exempt from the requirement to file a prospectus or registration statement and the requirement to deliver an offering memorandum under applicable Securities Laws securities legislation relating to the sale of the SharesUnits, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementdeliver an offering memorandum; and the Corporation having obtained conditional approval of the TSXV for the listing of the Unit Shares and Warrant Shares.
Appears in 1 contract
Samples: Subscription Agreement
Conditions of Closing. This Subscription Agreement shall be subject to acceptance by the Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (collectively, the “Regulatory Authorities”). The Subscriber acknowledges and agrees that the Corporation is relying obligations of the Issuer hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) with payment), to: MedMen EnterprisesNioCorp Developments Ltd. 0000 Xxxxx Xxxxxxxx Xxxxxx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx XxxxXxxxx000 Xxxxxxxxxx, XX 00000 With a Copy toAttention: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxx Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Email: xxx.xxxx@xxxxxxx.xxx
(iiib) if the Subscriber is a U.S. Purchaserrequired by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “A”;
B hereto (iv) if the Subscriber is not a U.S. Purchaserapplicable), the Subscriber having properly completed, signed Regulation S Certificate attached as Schedule C hereto (if applicable) and delivered the U.S. Purchaser Certificate attached as Schedule “B”;
D hereto (b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwiseif applicable);
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing TimeIssuer having accepted this Subscription Agreement;
(d) all covenants and agreements contained herein to be performed or complied with payment by the Subscriber on of the Subscription Price by:
(i) certified cheque or prior bank draft or other acceptable means in Canadian dollars payable to the Closing Time having been performed or complied with in all respects Issuer; or
(ii) a wire transfer of immediately available Canadian funds representing the Subscription Price payable by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted Subscriber for the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating Units delivered to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementIssuer.
Appears in 1 contract
Samples: Subscription Agreement
Conditions of Closing. (a) The Subscriber acknowledges and agrees that, as the sale of the Units will not be qualified by a prospectus, such sale and issuance is subject to the condition that the Subscriber (or, if applicable, any others for whom it is contracting hereunder) returns to the Corporation all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Corporation is relying may provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers under the Offering together with other personal information, as described in section 8.1. Notwithstanding that the Subscriber may be purchasing the Subscribed Units as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing.
(b) The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior and, unless other arrangements acceptable to the Closing Time:
(a) at or prior to the time and date specified Corporation have been made, payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount by certified cheque or bank draft payable to Stikeman Xxxxxx Xxxxxxx Xxxxxxxxxx LLP in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
Trust (ii“SKSP”) the Subscriber having properly completedat 000 Xxx Xxxxxx, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen EnterprisesXxxxx 000, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0
(iii) if 0X0 or by wire transfer, as detailed below, as soon as possible and in any event not later than the Subscriber is a U.S. Purchaser, Business Day first preceding the Subscriber having properly completed, signed and delivered Schedule “A”;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, Closing Date or at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementClosing.
Appears in 1 contract
Conditions of Closing. (1) The Subscriber acknowledges and agrees that obligations of the Corporation is relying on the truth of Underwriter under this Agreement are subject to (i) the representations and warranties of the Subscriber Company and the Selling Shareholder contained in this Subscription Agreement being true and correct in all material respects (or, if qualified by materiality, in all respects) as of at the date of this Subscription AgreementAgreement and the Closing Time, as applicable, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct, in all material respects (or, if qualified by materiality, in all respects), as of such date, (ii) the performance by the Company and the Selling Shareholder of their obligations under this Agreement in all material respects and (iii) receipt by the Underwriter, at the Closing Time, of:
(a) such legal opinions, dated the Closing Date, from Xxxxx, Xxxxxxx & Xxxxxxx LLP, the Company’s Canadian counsel, or other local counsel as required, addressed to the Underwriter, in form and content acceptable to the Underwriter, acting reasonably, relating to the matters set forth in Schedule C subject to customary limitations, assumptions and qualifications;
(b) such legal opinions, dated the Closing Date, from Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP, the Company’s U.S. counsel, or other local counsel as required, addressed to the Underwriter, acting reasonably, subject to customary limitations, assumptions and qualifications, which shall be accompanied by a “10b-5 letter” addressed to the Underwriter;
(c) a “10b-5 letter”, dated the Closing Date, from Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, the Underwriter’s U.S. counsel, addressed to the Underwriter;
(d) such legal opinions, dated the Closing Date, from XxXxxxxx Xxxxxxxx LLP, the Selling Shareholder’s Canadian counsel, addressed to the Underwriter, in form and content acceptable to the Underwriter, acting reasonably, subject to customary limitations, assumptions and qualifications;
(e) such legal opinions, dated the Closing Date, from Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, the Selling Shareholder’s U.S. counsel, addressed to the Underwriter, in form and content acceptable to the Underwriter, acting reasonably, subject to customary limitations, assumptions and qualifications;
(f) such legal opinions, dated the Closing Date, from the Selling Shareholder’s Abu Dhabi counsel, addressed to the Underwriter, in form and content acceptable to the Underwriter, acting reasonably, subject to customary limitations, assumptions and qualifications;
(g) the auditor’s comfort letter dated the Closing Date, updating the comfort letter referred to in Section 5(4) above with such changes as may be necessary from the comfort letter delivered previously to bring the information therein forward to a date which is within two Business Days of the Closing Time Date;
(h) a certificate, dated the Closing Date, and signed on behalf of the Company, but without personal liability, by the Chief Executive Officer and by the Chief Financial Officer of the Company, or such other officers of the Company as may be reasonably acceptable to the Underwriter, certifying that: (i) the Company has complied in all material respects with all covenants and satisfied all terms and conditions in this Agreement to be complied with and satisfied by the Company at or prior to the Closing Time; (ii) all the representations and warranties of the Company contained herein are true and correct, in all material respects (or, if qualified by materiality, in all respects) as at the Closing Time, with the same force and effect as if made at and as of the Closing Time, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct, in all material respects (or, if qualified by materiality, in all respects), as of such date, after giving effect to the transactions contemplated hereby; (iii) there has been no material change relating to the Company since the date hereof which has not been generally disclosed, except for the Offering, and with respect to which the requisite material change statement or report has not been filed and no such disclosure has been made on a confidential basis; and (iv) to the best of the knowledge, information and belief of the Persons signing such certificate, after having made reasonable inquiries, no order, ruling or determination having the effect of ceasing or suspending trading in the Common Shares or any other securities of the Company has been issued and no proceedings for such purpose are pending or are contemplated or threatened;
(i) at the Closing Time, certificates dated the Closing Date, signed on behalf of the Company, but without personal liability, by the Chief Executive Officer of the Company or another officer acceptable to the Underwriter, acting reasonably, in form and content satisfactory to the Underwriter, acting reasonably, with respect to the constating documents of the Company; the resolutions of the directors of the Company relevant to the Offering, including authorization of this Agreement; and the fulfillment incumbency and signatures of signing officers of the following additional Company;
(j) a certificate, dated the Closing Date, and signed on behalf of the Selling Shareholder, but without personal liability, by a director of the Selling Shareholder, or such other officers of the Selling Shareholder as may be reasonably acceptable to the Underwriter, certifying that: (i) the Selling Shareholder has complied in all material respects with all covenants and satisfied all terms and conditions in this Agreement to be complied with and satisfied by the Selling Shareholder at or prior to the Closing Time:
(a) at or prior to the time ; and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0
(iii) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “A”;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth Selling Shareholder contained herein being are true and correct correct, in all material respects (or, if qualified by materiality, in all respects) as at the Closing Time, with the same force and effect as if made at and as of the Closing Time, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct, in all material respects (or, if qualified by materiality, in all respects), as of such date, after giving effect to the transactions contemplated hereby;
(dk) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to at the Closing Time having been performed Time, a certificate of status (or complied with in all respects by equivalent) for the Subscriber;
Company, dated within one Business Day (eor such earlier or later date as the Underwriter may accept) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in partClosing Date; and
(gl) such other documents as the issue Underwriter or Canadian and sale of U.S. counsel to the Shares being exempt from Underwriter may reasonably require; and all proceedings taken by the requirement to file a prospectus or registration statement under applicable Securities Laws relating to Company and the Selling Shareholder in connection with the sale of the SharesOffered Shares shall be satisfactory in form and substance to the Underwriter and Canadian and U.S. counsel for the Underwriter, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementacting reasonably.
Appears in 1 contract
Conditions of Closing. The obligations of the parties hereunder are subject to all required regulatory approvals being obtained. The Offering is conditional upon, among other things, the Corporation obtaining TSX Approval. The parties acknowledge and agree that, in the event that the TSX, as a condition of providing the TSX Approval, requires an adjustment to the subscription price per Common Share to an amount greater than Cdn.$0.207 per Common Shares, the parties agree that this Subscription Agreement shall be deemed to be automatically amended to provide that the Offering will be comprised of: (a) the Aggregate Subscription Price; divided by: (b) the greater of: (i) Cdn.$0.207 per Common Share; and (ii) the lowest subscription price per Common Share required by the TSX in order for the TSX Approval to be obtained (the “Alternate Price per Share”)(it being understood that Acerus shall use all commercially reasonable efforts to seek and obtain the TSX Conditional Approval including the subscription price per Common Share of Cdn.$0.207 per Common Share), and the TSX Approval reflective of any Alternative Price per Share shall be deemed to have satisfied the condition to obtain TSX Approval set out in this Section 5. The Subscriber acknowledges and agrees that the obligations of the Corporation is relying hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior to the time and date specified Corporation having accepted this Subscription Agreement;
(b) payment by the Corporation Subscriber of the Aggregate Subscription Price by certified cheque, money order, bank draft or other acceptable means in Canadian dollars payable to the Subscriber:“Acerus Pharmaceuticals Corporation”;
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(iic) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including and all applicable Schedules attached heretoschedules (with payment) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0to the Corporation; and
(iiid) if the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. PurchaserPerson, the Subscriber having properly completed, signed and delivered Schedule “A”;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement.A.
Appears in 1 contract
Conditions of Closing. The completion of the Offering is conditional upon, among other things, the Corporation obtaining TSX Approval and NYSE AMEX Approval prior to the Closing Date and satisfactory due diligence by the Agents in respect of the business and affairs of the Corporation. The Subscriber acknowledges and agrees that as the sale of the Flow-Through Shares will not be qualified by a prospectus in Canada or registered in the United States, such sale and issuance is subject to the condition that the Subscriber return to the Corporation and/or the Agents all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Agents and/or the Corporation is relying may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Flow-Through Shares. Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior unless other arrangements acceptable to the time and date specified Agents have been made, payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount Price as set out in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:Section 3.3;
(iib) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Securities Inc. Xxxxx & 0000 - 000 Xxxxxxx Xxxxxx Xxxxxxxxx, X.X. X0X 0X0 Attention: Xxxxxxxx Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Facsimile: 000-000-0000
(iiic) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “"A”;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement" hereto.
Appears in 1 contract
Conditions of Closing. The completion of the Offering is conditional upon, among other things, the Corporation obtaining TSX Approval and AMEX Approval prior to the Closing Date and satisfactory due diligence by the Underwriter in respect of the business and affairs of the Corporation. The Subscriber acknowledges and agrees that as the sale of the Flow-Through Shares will not be qualified by a prospectus in Canada, such sale and issuance is subject to the condition that the Subscriber return to the Corporation and/or the Underwriter all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Underwriter and/or the Corporation is relying may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Flow-Through Shares. Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior unless other arrangements acceptable to the time and date specified Underwriter have been made, payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount Price as set out in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:Section 3.4;
(iib) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Securities Inc Brookfield Place, 000 Xxx Xxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx 0000, Xxx 000 Xxxxxxx, Xxxxxxx X0X 0X00X0 Attention: Xxxx XxXxxxxx Fax: (000) 000-0000
(iiic) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “"A”;" hereto; and
(ivd) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, completed signed and delivered the Registration Rights Agreement attached hereto as Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement"C".
Appears in 1 contract
Conditions of Closing. (a) The Subscriber acknowledges and agrees that the Corporation is relying may provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers under the Offering together with other personal information, as described in section 8.1.
(b) The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and and, unless other arrangements acceptable to the fulfillment Corporation have been made, payment by the Subscriber of the following additional conditions prior Subscription Amount by certified cheque or bank draft payable to Loeb & Loeb LLP in Trust (“Loeb”) at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 or by wire transfer, as detailed below, as soon as possible and in any event not later than the Business Day first preceding the Closing Time:Date or at the Closing.
1. Beneficiary’s Detail: Beneficiary’s Bank Name & Address: Address: Citigroup Private Bank 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 XXX Swift Code: TCITIUS33 2. Beneficiary’s Name & Address: Loeb & Loeb LLP 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 XXX Account Name: Loeb & Loeb LLP – Trust Account Account Number: 00000000 Routing /ABA Number: 000000000
(ac) at or prior to The Subscriber acknowledges and agrees that the time and date specified by obligations of the Corporation to hereunder are also conditional on the Subscriberfollowing:
(i) the Subscriber having made payment of Corporation accepting the Subscription Amount Subscriber’s subscription, in a manner as described below whole or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:part;
(ii) the offer, sale and issuance of the Subscribed Units being exempt from the prospectus and registration requirements of the Securities Laws;
(iii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0
(iii) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “A”;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at with a copy to SKSP;
(d) The Corporation acknowledges and agrees that the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf obligations of the Subscriber or otherwise;
(c) hereunder are conditional on the accuracy of the representations and warranties of the Subscriber set forth herein being true Corporation contained in this Subscription Agreement as of the date of this Subscription Agreement and correct as of the Closing Time;Time as if made at and as of the Closing Time and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time unless waived by the Subscriber:
(di) all covenants covenants, agreements and agreements conditions contained herein in this Subscription Agreement to be performed or complied with by the Subscriber Corporation on or prior to the Closing Time having Date shall have been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in partmaterial respects; and
(gii) the issue and sale Corporation shall have delivered to the Subscriber the following items:
(1) certificates representing the Unit Securities purchased by the Subscriber registered in the name of the Shares being exempt from Subscriber or its nominee;
(2) a copy of this Subscription Agreement duly executed by the requirement to file a prospectus or registration statement under applicable Securities Laws Corporation; and
(3) such other documents relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementtransactions contemplated by this Subscription Agreement.
Appears in 1 contract
Conditions of Closing. This Subscription Agreement shall be subject to acceptance by the Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (collectively, the “Regulatory Authorities”). The Subscriber acknowledges and agrees that the Corporation is relying obligations of the Issuer hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached heretowith payment) by no later than 5:00 p.m. (Vancouver time) on Friday, June 24, 2022, to: MedMen EnterprisesNioCorp Developments Ltd. 7000 Xxxxx Xxxxxxxx Xxxxxx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx XxxxXxxxx 000 Xxxxxxxxxx, XX 00000 With a Copy toAttention: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Jxx Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Email: jxx.xxxx@xxxxxxx.xxx
(iiib) all Subscribers having properly completed, signed and delivered the Regulation S Certificate attached as Schedule C hereto;
(c) if the Subscriber is a U.S. Purchaserrequired by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “A”;
B hereto (ivif applicable) and the U.S. Purchaser Certificate attached as Schedule D hereto (if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Timeapplicable);
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time Issuer having been performed or complied with in all respects by the Subscriberaccepted this Subscription Agreement;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements regulatory and consents in respect of conditional Exchange approvals having been obtained by the Offering;Issuer; and
(f) payment having been made by the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale Subscriber of the Shares being exempt from Subscription Price as set out above under the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale heading “Procedure and Delivery” on page v of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementthis Subscription Agreement.
Appears in 1 contract
Conditions of Closing. This Subscription Agreement shall be subject to acceptance by the Issuer and approval, as applicable, by Nasdaq and the TSX and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (collectively, the “Regulatory Authorities”). The Subscriber acknowledges and agrees that the Corporation is relying obligations of the Issuer hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached heretowith payment) by no later than 5:00 p.m. (Vancouver time) on Tuesday, August 29, 2023, to: MedMen EnterprisesNioCorp Developments Ltd. 0000 Xxxxx Xxxxxxxx Xxxxxx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx XxxxXxxxx 000 Xxxxxxxxxx, XX 00000 With a Copy toAttention: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxx Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Email: xxx.xxxx@xxxxxxx.xxx
(iiib) if the Subscriber is a U.S. Purchaserrequired by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “A”;
B hereto (iv) if the Subscriber is not a U.S. Purchaserapplicable), the Subscriber having properly completed, signed Regulation S Certificate attached as Schedule C hereto (if applicable) and delivered the U.S. Purchaser Certificate attached as Schedule “B”;
D hereto (b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwiseif applicable);
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing TimeIssuer having accepted this Subscription Agreement;
(d) all covenants necessary regulatory and agreements contained herein to be performed conditional approvals from or complied filings with the applicable Regulatory Authorities having been obtained or made by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;Issuer; and
(e) payment having been made by the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect Subscriber of the Offering;
(f) Subscription Price as set out above under the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue heading “Procedure and sale Delivery” on page vi of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementthis Subscription Agreement.
Appears in 1 contract
Conditions of Closing. This Subscription Agreement shall be subject to acceptance by the Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (collectively, the “Regulatory Authorities”). The Subscriber acknowledges and agrees that the Corporation is relying obligations of the Issuer hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) with payment), to: MedMen EnterprisesNioCorp Developments Ltd. 7000 Xxxxx Xxxxxxxx Xxxxxx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx XxxxXxxxx000 Xxxxxxxxxx, XX 00000 With a Copy toAttention: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Jim Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Xmail: jim.xxxx@xxxxxxx.xxx
(iiib) if the Subscriber is a U.S. Purchaserrequired by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “A”;
B hereto (iv) if the Subscriber is not a U.S. Purchaserapplicable), the Subscriber having properly completed, signed Regulation S Certificate attached as Schedule C hereto (if applicable) and delivered the U.S. Purchaser Certificate attached as Schedule “B”;
D hereto (b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwiseif applicable);
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing TimeIssuer having accepted this Subscription Agreement;
(d) all covenants and agreements contained herein to be performed or complied with payment by the Subscriber on of the Subscription Price by:
(i) certified cheque or prior bank draft or other acceptable means in Canadian dollars payable to the Closing Time having been performed or complied with in all respects Issuer; or
(ii) a wire transfer of immediately available Canadian funds representing the Subscription Price payable by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted Subscriber for the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating Units delivered to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementIssuer.
Appears in 1 contract
Conditions of Closing. The Subscriber acknowledges and agrees that Other than the Corporation is relying amendments set forth in Section 1 above (which amendments shall not become effective until the Amendment No. 1 Effective Date (as defined below), this Amendment shall be effective on the truth of date (the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the “Amendment No. 1 Closing Time as if made at and as of the Closing Time, and the fulfillment Date”) each of the following additional conditions prior to is satisfied (or waived in accordance with Section 10.02 of the Closing Time:Existing Credit Agreement):
(a) at or prior to the time and date specified by the Corporation to the Subscriber:
The Administrative Agent shall have received (i) the Subscriber having made payment counterparts to this Amendment, duly executed by each of the Subscription Amount in a manner as described below or in such other manner as may be provided for by Borrower, the Corporation. Payment can be made by way of wire transfer in U.S. funds using Required Lenders and the following wire transfer instructions: Beneficiary Name Administrative Agent and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) counterparts of a Consent and Reaffirmation substantially in the Subscriber having properly completedform attached hereto as Exhibit A, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0
(iii) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “A”;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;duly executed by each Subsidiary Guarantor.
(b) the Subscriber having executed and returned Borrower shall have paid (i) to the CorporationAdministrative Agent, at for the Corporation’s requestbenefit of each Lender party hereto, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf an amount equal to 0.05% of the Subscriber or otherwise;aggregate amount of each such Lender’s Commitment immediately prior to the Amendment No. 1 Closing Date and (ii) to J.X. Xxxxxx Securities LLC, as lead arranger with respect to this Amendment, such fees as Borrower and J.X. Xxxxxx Securities LLC have separately agreed.
(c) The Administrative Agent shall have received reimbursements for all reasonable documented and out-of-pocket expenses (including reasonable fees and expenses of Sidley Austin LLP, counsel to the representations and warranties Administrative Agent) that are required to be reimbursed or paid by the Borrower pursuant to Section 10.03(a) of the Subscriber set forth herein being true Credit Agreement and correct as of that have been invoiced prior to the Amendment No. 1 Closing Time;Date.
(d) all covenants The Contribution and agreements contained herein to be performed or complied with Stock Purchase Agreement by the Subscriber and among Aspen Holdco, Inc., Acxiom Corporation, Acxiom IT Outsourcing, Inc., Acxiom Limited, Aspen Hivedown Limited, Acxiom Global Service Center Polska sp. z.o.o., Acxiom Polska sp. z.o.o. w likwidacji, and Acxiom ITO Polska sp. z.o.o., dated on or prior to about the Amendment No. 1 Closing Time having been performed or complied with in all respects by Date (the Subscriber;
(e“PSA”) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementshall have become effective.
Appears in 1 contract
Samples: Credit Agreement (Acxiom Corp)
Conditions of Closing. The Subscriber on its own behalf and on behalf of others for whom it is acting hereunder, acknowledges and agrees that in addition to the closing conditions to be set out in the Agency Agreement, the obligations of the Corporation is relying hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior payment by the Subscriber of the Aggregate Subscription Price for the Units subscribed for under this subscription agreement in such manner as is acceptable to the time Corporation and date specified by the Corporation to the Subscriber:Agent;
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(iib) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) not later than 72 hours prior to Closing Time to: MedMen Enterprises, Paradigm Capital Inc. 00000 Xxxxxxxxx Xxxx. 90 Xxxxxxxxxx Xxxxxx XxxxXxxx Xxxxx 0000 Xxxxxxx, XX 00000 With a Copy toX0X 0X0 Attention: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Exxxx Xxxxxxxx Telephone: 400-000-0000 Fax: 400-000-0000
(iiic) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule "B", "C", "D", "E", “A”;F” or “G” as applicable:
(i) ALL CANADIAN SUBSCRIBERS WHO ARE SUBSCRIBING AS "ACCREDITED INVESTORS"
(ii) ALL CANADIAN SUBSCRIBERS WHO ARE NOT SUBSCRIBING AS ACCREDITED INVESTORS AND WHO ARE SUBSCRIBING FOR NOT LESS THAN $150,000 OF UNITS
(iii) SUBSCRIBERS IN ALL PROVINCES EXCEPT ONTARIO, WHO ARE NOT SUBSCRIBING AS ACCREDITED INVESTORS AND WHO ARE SUBSCRIBING UNDER THE FAMILY, FRIENDS OR BUSINESS ASSOCIATES EXEMPTION
(iv) if the Subscriber is not a U.S. PurchaserALL SUBSCRIBERS RESIDENT IN ONTARIO, the Subscriber having properly completedNOT SUBSCRIBING AS ACCREDITED INVESTORS AND WHO ARE SUBSCRIBING UNDER THE FOUNDER, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement.CONTROL PERSON AND FAMILY EXEMPTION
Appears in 1 contract
Samples: Subscription Agreement (IntelGenx Technologies Corp.)
Conditions of Closing. This Subscription Agreement shall be subject to acceptance by the Issuer and approval, as applicable, by Nasdaq and the TSX and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (collectively, the “Regulatory Authorities”). The Subscriber acknowledges and agrees that the Corporation is relying obligations of the Issuer hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached heretowith payment) by no later than 5:00 p.m. (Vancouver time) on December 15, 2023 (or such other time, date or place as the Subscriber may be advised), to: MedMen EnterprisesNioCorp Developments Ltd. 7000 Xxxxx Xxxxxxxx Xxxxxx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx XxxxXxxxx 000 Xxxxxxxxxx, XX 00000 With a Copy toAttention: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Jxx Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Email: [***]
(iiib) if the Subscriber is a U.S. Purchaserrequired by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “A”;
B hereto (iv) if the Subscriber is not a U.S. Purchaserapplicable), the Subscriber having properly completed, signed Regulation S Certificate attached as Schedule C hereto (if applicable) and delivered the U.S. Purchaser Certificate attached as Schedule “B”;
D hereto (b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwiseif applicable);
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing TimeIssuer having accepted this Subscription Agreement;
(d) all covenants necessary regulatory and agreements contained herein to be performed conditional approvals from or complied filings with the applicable Regulatory Authorities having been obtained or made by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;Issuer; and
(e) payment having been made by the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect Subscriber of the Offering;
(f) Subscription Price as set out above under the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue heading “Procedure and sale Delivery” on page vi of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementthis Subscription Agreement.
Appears in 1 contract
Conditions of Closing. This Subscription Agreement shall be subject to acceptance by the Issuer and approval, as applicable, by Nasdaq and any other stock exchange or regulatory authority having jurisdiction with respect to the Issuer (collectively, the “Regulatory Authorities”). The Subscriber acknowledges and agrees that the Corporation is relying obligations of the Issuer hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:
(ii) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached heretowith payment) by no later than 5:00 p.m. (Vancouver time) on Friday, June 21, 2024, to: MedMen EnterprisesNioCorp Developments Ltd. 0000 Xxxxx Xxxxxxxx Xxxxxx, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx XxxxXxxxx 000 Xxxxxxxxxx, XX 00000 With a Copy toAttention: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0Email: xxxxx@xxxxxxx.xxx
(iiib) if the Subscriber is a U.S. Purchaserrequired by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “A”;
B hereto (iv) if the Subscriber is not a U.S. Purchaserapplicable), the Subscriber having properly completed, signed Regulation S Certificate attached as Schedule C hereto (if applicable) and delivered the U.S. Purchaser Certificate attached as Schedule “B”;
D hereto (b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwiseif applicable);
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing TimeIssuer having accepted this Subscription Agreement;
(d) all covenants necessary regulatory and agreements contained herein to be performed conditional approvals from or complied filings with the applicable Regulatory Authorities having been obtained or made by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;Issuer; and
(e) payment having been made by the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect Subscriber of the Offering;
(f) Subscription Price as set out above under the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue heading “Procedure and sale Delivery” on page vi of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementthis Subscription Agreement.
Appears in 1 contract
Conditions of Closing. The completion of the Offering is conditional upon, among other things, the Corporation obtaining TSX Approval and NYSE AMEX Approval prior to the Closing Date and satisfactory due diligence by the Underwriter in respect of the business and affairs of the Corporation. The Subscriber acknowledges and agrees that as the sale of the Common Shares will not be qualified by a prospectus in Canada or registered in the United States, such sale and issuance is subject to the condition that the Subscriber return to the Corporation and/or the Underwriter all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Underwriter and/or the Corporation is relying may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Common Shares. Notwithstanding that the Subscriber may be purchasing Common Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at or prior unless other arrangements acceptable to the time and date specified Underwriter have been made, payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount Price as set out in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:Section 3.3;
(iib) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen EnterprisesHxxxxxx Securities Inc. Sxxxx 0000 - 000 Xxxxxxx Xxxxxx Xxxxxxxxx, Inc. 00000 X.X. X0X 0X0 Attention: Mxxxxxxx Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy toFacsimile: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0600-000-0000
(iiic) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “"A”;
(iv) if the Subscriber is not a U.S. Purchaser", the Subscriber having properly completedSchedule "B" or Schedule "C" hereto, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementapplicable.
Appears in 1 contract
Conditions of Closing. The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement and the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to as soon as possible and in any event not later than the Closing Time:
(a) at on or prior to the time and date specified before June 15, 2023, payment by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount by way of electronic money transfer in a manner United States dollars in accordance with the wire instructions attached hereto as described below Schedule “H”, or in such other manner payment method as may be provided for agreed to by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:;
(iib) on or before June 15, 2023, the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0
the Interest Election Certificate in Schedule “B” (iii) if the Subscriber is a U.S. Purchaserso electing), the Subscriber having properly completed, signed and delivered Canadian Accredited Investor Status Certificate in Schedule “AC”, the Employee, Executive Officer, Director and Consultant Status Certificate in Schedule “D”, the LEGAL*59255427.2 Offshore Purchaser Certificate in Schedule “E”, the Accredited Investor Certificate in Schedule “F”, as applicable, including any exhibit attached thereto, as applicable) as may be directed by the Corporation;
(iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(bc) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing TimeSubscriber;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by Corporation accepting the Subscriber’s subscription, in whole or in part;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements approvals and consents and regulatory approvals in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares Convertible Debentures being exempt from the requirement to file a prospectus or registration statement and the requirement to deliver an offering memorandum under applicable Securities Laws relating to the offer and sale of the SharesConvertible Debentures, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementstatement or to deliver an offering memorandum; and
(g) all documentation relating to the offer, sale and issuance of the Convertible Debentures being in form and substance satisfactory to the Corporation on the advice of the Financial Advisor.
Appears in 1 contract
Samples: Subscription Agreement for Convertible Debentures (TerrAscend Corp.)
Conditions of Closing. The Subscriber acknowledges and agrees that the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions prior to the Closing Time, in accordance with the instructions provided on page 1 of this Subscription Agreement:
(a) at on or prior before January 22, 2020, payment by the Subscriber to the time and date specified by the Corporation to the Subscriber:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:Amount;
(iib) on or before January 22, 2020, the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached and Exhibits hereto) to: MedMen Enterprises, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0);
(iiic) if the Subscriber is a U.S. Purchaseron before January 22, 2020, the Subscriber having properly completed, signed and delivered (i) Schedule “B” (the Accredited Investor Status Certificate), and (ii) Exhibit “A”” and Exhibit “B” to Schedule “B” if subscribing under categories (j), (k) or (l) of the Accredited Investor Status Certificate;
(ivd) on before January 22, 2020, if the Subscriber is not an individual and (i) holds, or will hold upon completion of the Offering, more than 5% of the issued and outstanding Common Shares on a U.S. PurchaserDiluted or Undiluted basis; (ii) is, or will upon completion of the Offering be, an Insider; or (iii) is an Aggregate Pro Group placee, and a TSXV Corporate Placee Registration Form has not previously been filed with the TSXV or is not current, the Subscriber having properly completed, signed and delivered the form set out as Schedule “B”C” hereto;
(be) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted obtained all necessary approvals and consents, including regulatory approvals in respect of the Subscriber’s subscription, in whole or in part; andOffering;
(g) the issue and sale of the Shares Units being exempt from the requirement to file a prospectus or registration statement and the requirement to deliver an offering memorandum under applicable Securities Laws securities legislation relating to the sale of the SharesUnits, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statementdeliver an offering memorandum; and
(h) the Corporation having obtained conditional approval of the TSXV for the listing of the Unit Shares and the Warrant Shares.
Appears in 1 contract
Samples: Subscription Agreement
Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time. The Subscriber acknowledges and agrees that the Corporation is relying obligations of the Company hereunder are conditional on the truth accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time:
(a) at or prior unless other arrangements acceptable to the time and date specified Company have been made, payment by the Corporation to Subscriber of the SubscriberSubscription Amount, payable in Canadian Funds:
(i) the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of wire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code:a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or
(ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC;
(b) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: MedMen EnterprisesClarus Securities Inc. Broadband Capital Management LLC Exchange Tower, Inc. 00000 Xxxxxxxxx Xxxx. Xxxxxx Xxxx, XX 00000 With a Copy to: Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2100 Scotia Plaza 00 000 Xxxx Xxxxxx Xxxx West, 000 0xx Xxxxxx Xxxxx 0000 00xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X00X0 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxx Attention: Xxxxxx Xxxxxxx Fax: (000) 000-0000 Fax (000) 000-0000
(iiic) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “AC”;, Schedule “D”, Schedule “E” and, to the extent practicable (and in any event by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”, as applicable:
(ivi) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “B”;
(b) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise;
(c) the representations and warranties of the Subscriber set forth herein being true and correct as of the Closing Time;
(d) all covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber;
(e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering;
(f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and
(g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement.ALL SUBSCRIBERS
Appears in 1 contract
