Corporate Placee Registration Form Sample Clauses

Corporate Placee Registration Form. Where subscribers to a Private Placement are not individuals, the following information about the placee must be provided. This Form will remain on file with the Exchange. The corporation, trust, portfolio manager or other entity (the “Placee”) need only file it on one time basis, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed companies. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with the Exchange.
Sample 1Sample 2
AutoNDA by SimpleDocs
Corporate Placee Registration Form. If the Subscriber is not an individual, the Subscriber acknowledges that: ☐ a Corporate Placee Registration Form is already on file with the TSX Venture Exchange and there is no change in the information already filed; ☐ the Subscriber will complete Schedule A – “Corporate Placee Registration Form” for filing with the TSX Venture Exchange. 5 Registrant status. The Subscriber either: ☐ is a person registered or required to be registered under the Securities Act (British Columbia); ☐ is not a person registered or required to be registered under the Securities Act (British Columbia).
Sample 1
Corporate Placee Registration Form. If the Subscriber is not an individual, the Subscriber acknowledges that:
Sample 1
Corporate Placee Registration Form. If you are not an individual, you either [CHECK APPROPRIATE ITEM]: HAVE PREVIOUSLY FILED with the TSX Exchange a Form 4C, Corporate Placee Registration Form, and there has been no change to any of the information in the Form 4C previously filed; or HEREBY DELIVER to the Corporation a completed Form 4C in the form attached as Exhibit D for filing with the TSX Exchange. Exhibit B SECURITY DEVICES INTERNATIONAL INC. RISK FACTORS Risks Relating to Our Business Senior and Subordinate Secured Convertible Debentures On December 7, 2016, the Company entered a Securities Purchase Agreement with several accredited investors to sell $1,500,000 of 10% senior secured convertible notes (the “Secured Notes”), convertible into shares of the Company’s Common Stock, in a private placement pursuant to Regulation D under the Securities Act. Concurrent with the sale of the Secured Notes, CAD$1,364,000 of the Company’s outstanding unsecured debentures (the “Unsecured Debentures”), were exchanged for an equal principal amount of the subordinated secured debentures and an additional CAD$37,000 of subordinated secured debentures were issued in satisfaction of a portion of the accrued interest on the Unsecured Debentures. Both senior and subordinated secured debentures mature on June 6, 2019 unless converted or extended and are fully secured against the undertaking, property and assets of the Company including its patents. Inability to repay the secured debt on maturity, if the debt is neither converted nor extended, will result in the financial condition of the Company to be materially adversely affected and could result in investors losing all or part of their investment in this Offering. Additional Financing The Company does not have adequate revenue, cash flow or capital to fund all of its operational needs and may require additional financing to continue its operations if it is unable to generate substantial revenue growth or raise additional capital. There can be no assurance that such financing will be available at all or on favorable terms. Any additional financing could result in dilution to investors. In addition, the Company’s failure to generate substantial revenue growth or borrow or raise additional capital would likely result in delay or indefinite postponement of the Company’s deployment of its products, resulting in the possible loss to investors of part or all of their investment in the Company. Uncertainty of Revenue or Revenue Growth There can be no assurance th...
Sample 1
Corporate Placee Registration Form. The Subscriber or the Disclosed Principal, as the case may be, if not an individual, and will hold more than 5% of the Corporation’s issued and outstanding common shares upon the completion of the Offering, either [CHECK APPROPRIATE ITEM]: has previously filed with the TSX-V a Form 4C - Corporate Placee Registration Form, and represents and warrants that there has been no change to any of the information in the Form 4C previously filed with the TSX-V up to the date of this Agreement; or hereby delivers to the Corporation a completed Form 4C in the form attached hereto as Schedule “E” for filing with the TSXV. Registrant Status The Subscriber or the Disclosed Principal, as the case may be, either [CHECK APPROPRIATE ITEM]: is a Registrant (as defined under the Securities Act (British Columbia); or is not a Registrant.
Sample 1
Corporate Placee Registration Form. The Subscriber or the Disclosed Principal, as the case may be, if not an individual, either [CHECK APPROPRIATE ITEM]: _______ has previously filed with the TSX-V a Form 4C - Corporate Placee Registration Form, and represents and warrants that there has been no change to any of the information in the Form 4C previously filed with the TSX-V up to the date of this Agreement; or _______ hereby delivers to the Corporation a completed Form 4C in the form attached hereto as Schedule “E” for filing with the TSX- V.
Sample 1

Related to Corporate Placee Registration Form

  • Request for Form S-3 Registration After its initial public offering, the Company shall use its commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 2 and subject to the conditions set forth in this Section 2.3, if the Company shall receive from a Holder or Holders of Registrable Securities a written request that the Company effect any registration on Form S-3 or any similar short form registration statement with respect to all or part of the Registrable Securities (such request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), the Company will take all such action with respect to such Registrable Securities as required by Section 2.1(a)(i) and (ii).

  • Registration of Ordinary Shares The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the Ordinary Shares issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the Ordinary Shares issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

  • Registration and Transfer of Securities All Securities held for the Fund that are issued or issuable only in bearer form shall be held by the Custodian in that form, provided that any such Securities shall be held in a Book-Entry System if eligible therefor. All other Securities held for the Fund may be registered in the name of the Fund, the Custodian, a Sub-Custodian or any nominee thereof, or in the name of a Book-Entry System, Securities Depository or any nominee of either thereof. The records of the Custodian with respect to foreign securities of the Fund that are maintained with a Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers shall identify those securities as belonging to the Fund. The Trust shall furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of any of the nominees referred to above or in the name of a Book-Entry System or Securities Depository, any Securities registered in the name of the Fund.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!