Member of “Pro Group. 9.1 The Subscriber either [check appropriate box]: [ ] is a Member of the “Pro Group” as defined in the Rules of the TSX-V, namely: “Pro Group” means: (i) Subject to subparagraphs (ii), (iii) and (iv) below, “Pro Group” shall include, either individually or as a group: A. the member (i.e. a member of the TSX-V under the TSX-V requirements); B. employees of the member; C. partners, officers and directors of the member; D. affiliates of the member; and E. associates of any parties referred to in subparagraphs (i) through (iv). (ii) The TSX-V may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the TSX-V determines that the person is not acting at arm’s length of the member. (iii) The TSX-V may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the TSX-V determines that the person is acting at arm’s length of the member. (iv) The member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (i) to be excluded from the Pro Group where the member determines that: A. the person is an affiliate or associate of the member acting at arm’s length of the member; B. the associate or affiliate has a separate corporate and reporting structure; C. there are sufficient controls on information flowing between the member and the associate or affiliate; and D. the member maintains a list of such excluded persons; or [ ] is not a member of the Pro Group.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Counterpath Corp), Private Placement Subscription Agreement (Counterpath Corp)
Member of “Pro Group. 9.1 The Subscriber either [check appropriate box]: [ ] :
o is a Member of the “Pro Group” as defined in the Rules of the TSX-V, namely: “Pro Group” means:
(i) Subject to subparagraphs (ii), (iii) and (iv) below, “Pro Group” shall include, either individually or as a group:
A. the member (i.e. a member of the TSX-V under the TSX-V requirements);
B. employees of the member;
C. partners, officers and directors of the member;
D. affiliates of the member; and
E. associates of any parties referred to in subparagraphs (i) through (iv).
(ii) The TSX-V may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the TSX-V determines that the person is not acting at arm’s length of the member.
(iii) The TSX-V may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the TSX-V determines that the person is acting at arm’s length of the member.
(iv) The member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (i) to be excluded from the Pro Group where the member determines that:
A. the person is an affiliate or associate of the member acting at arm’s length of the member;
B. the associate or affiliate has a separate corporate and reporting structure;
C. there are sufficient controls on information flowing between the member and the associate or affiliate; and
D. the member maintains a list of such excluded persons; or [ ] o is not a member of the Pro Group.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Counterpath Corp)
Member of “Pro Group. 9.1 The Subscriber either [check appropriate box]: [ ] :
o is a Member of the “Pro Group” as defined in the Rules of the TSX-V, namely: “Pro Group” means:
(i) Subject to subparagraphs (ii), (iii) and (iv) below, “Pro Group” shall include, either individually or as a group:
A. the member (i.e. a member of the TSX-V under the TSX-V requirements);
B. employees of the member;
C. partners, officers and directors of the member;
D. affiliates of the member; and
E. associates of any parties referred to in subparagraphs (i) through (iv).
(ii) The TSX-V may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the TSX-V determines that the person is not acting at arm’s length of the member.
(iii) The TSX-V may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the TSX-V determines that the person is acting at arm’s length of the member.
(iv) The member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (i) to be excluded from the Pro Group where the member determines that:
A. the person is an affiliate or associate of the member acting at arm’s length of the member;
B. the associate or affiliate has a separate corporate and reporting structure;
C. there are sufficient controls on information flowing between the member and the associate or affiliate; and
D. the member maintains a list of such excluded persons; or [ ] x is not a member of the Pro Group.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Covington Venture Fund Inc.)
