International Subscribers Sample Clauses

International Subscribers. If you are resident outside of Canada or the United States, you must complete and sign Exhibit E “Offshore Subscriber’s Certificate.”

International Subscribers. If the Subscriber is a resident of a country other than Canada or the United States (an “International Jurisdiction”) then in addition to the other representations and warranties contained herein, the Subscriber represents and warrants that: (i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the International Jurisdiction which would apply to this Subscription Agreement, if any; (ii) the Subscriber is purchasing the Subscriber’s Shares pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of that International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Subscriber’s Shares under the applicable securities laws of the International Jurisdiction without the need to rely on an exemption; (iii) the applicable securities laws of the International Jurisdiction do not require the Corporation or the Selling Shareholders to file a prospectus or similar document or to register the Subscriber’s Shares or to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; (iv) the delivery of this Subscription Agreement, the acceptance of it by the Corporation and the issuance of the Subscriber’s Shares to the Subscriber complies with all applicable laws of the Subscriber’s jurisdiction of residence or domicile and all other applicable laws and will not cause the Corporation or the Selling Shareholders to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable laws; and (v) the Subscriber will, if requested by the Corporation, deliver to the Corporation a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subsections (i), (ii), (iii) and (iv) above to the satisfaction of the Corporation, acting reasonably. The Subscriber acknowledges and agrees that the foregoing representations and warranties are made by it with the intention that they may be relied upon by the Corporation and its counsel in determining the Subscriber’s eligibility or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Subscriber’s Shares under applicable securities laws. The Subscriber further agrees that by accepting delivery of the Subscriber’s Shares on the Closing Date, it shall...