Member of “Pro Group. The Subscriber either [check appropriate box]: [ ] is a Member of the "Pro Group" as defined in the Rules of the Exchange, as follows: 1. subject to subparagraphs (2), (3) and (4), either individually or as a group: (a) the member (i.e. a member of the TSX Venture Exchange under the Exchange requirements); (b) employees of the member; (c) partners, officers or directors of the member; (d) affiliates of the member; and (e) associates of any parties referred to in subparagraphs (a) through (e); 2. the Exchange may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is not acting at arm's length with the member; 3. the Exchange may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is acting at arm's length with the member; 4. the member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (1) 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 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) with the Exchange. 1. Place Information. (a) Name:__________________________________________________________________ (b) Complete Address:________________________________________________________ (c) Jurisdiction of Incorporation or Creation:_______________________________________ (a) Is the Placee purchasing securities as a portfolio manager (yes/no)?________________ (b) Is the Placee carrying on business as a portfolio manager outside of Canada (yes/no)? 3. If the answer to 2(b) above was "yes", the undersigned certifies that: (a) It is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client's express consent to a transaction; (b) it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a "portfolio manager" business) in [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction; (c) it was not created solely or primarily for the purpose of purchasing securities of the Issuer; (d) the total asset value of the investment portfolios it manages on behalf of clients is not less that $20,000,000; and (e) it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing 4. If the answer to 2(a). above was "no", please print the names and addressed of control persons of the Placee: The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions (see for example, sections 87 and 111 of the Securities Act (British Columbia) and sections 176 and 182 of the Securities Act (Alberta).
Appears in 1 contract
Samples: Subscription Agreement (Nevada Geothermal Power Inc)
Member of “Pro Group. The Subscriber either [check appropriate box]: [ ] is a Member of the "“Pro Group" ” as defined in the Rules of the Exchange, as follows:
(1. ) subject to subparagraphs (2), (3) and (4), either individually or as a group:
(a) the member (i.e. a member of the TSX Venture Exchange under the Exchange requirements);
(b) employees of the member;
(c) partners, officers or directors of the member;
(d) affiliates of the member; and
(e) associates of any parties referred to in subparagraphs (a) through (e);
(2. ) the Exchange may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is not acting at arm's ’s length with the member;
(3. ) the Exchange may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is acting at arm's ’s length with the member;
(4. ) the member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (1) 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 ’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 Group. Where subscribers to a Private Placement are not individuals, the following information about the placee Placee must be providedprovided if such subscribers:
(a) will hold more than 5% of the Issuer’s issued and outstanding Listed Shares on a upon completion of the Private Placement; or
(b) are subscribing for more than 25% of the Private Placement. This Form will remain on file with the Exchange. The Corporationcorporation, 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 companiesIssuers. 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.
1. Place Placee Information.:
(a) Name:: ______________________________________________________________
(b) Complete Address: ____________________________________________________ ___________________________________________________________________
(b) Complete Address:________________________________________________________
(c) Jurisdiction of Incorporation or Creation:____: ___________________________________
(a) Is the Placee purchasing securities as a portfolio manager manager: (yesYes/noNo)?? __________________
(b) Is the Placee carrying on business as a portfolio manager outside of Canada Canada: (yesYes/noNo)?? ____
3. If the answer to 2(b) above was "yes"“Yes”, the undersigned certifies that:
(a) It is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client's ’s express consent to a transaction;
(b) it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a "“portfolio manager" ” business) in ____________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;
(c) it was not created solely or primarily for the purpose of purchasing securities of the Issuer;
(d) the total asset value of the investment portfolios it manages on behalf of clients is not less that than $20,000,000; and
(e) it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing
4. If the answer to 2(a). above was "no", please print the names and addressed of control persons of the Placee: The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions (see for example, sections 87 and 111 of the Securities Act (British Columbia) and sections 176 and 182 of the Securities Act (Alberta).
Appears in 1 contract
Member of “Pro Group. The Subscriber either [check appropriate box]: [ ] is a Member of the "Pro Group" as defined in the Rules of the Exchange, as follows:
1. subject to subparagraphs (2), (3) and (4), either individually or as a group:
(a) the member (i.e. a member of the TSX Venture Exchange under the Exchange requirements);
(b) employees of the member;
(c) partners, officers or directors of the member;
(d) affiliates of the member; and
(e) associates of any parties referred to in subparagraphs (a) through (e);
2. the Exchange may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is not acting at arm's length with the member;
3. the Exchange may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is acting at arm's length with the member;
4. the member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (1) 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 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) with the Exchange.
1. Place Information.
(a) Name:__________________________________________________________________
(b) Complete Address:________________________________________________________
(c) Jurisdiction of Incorporation or Creation:_______________________________________
(a) Is the Placee purchasing securities as a portfolio manager (yes/no)?________________
(b) Is the Placee carrying on business as a portfolio manager outside of Canada (yes/no)?
3. If the answer to 2(b) above was "yes", the undersigned certifies that:
(a) It is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client's express consent to a transaction;
(b) it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a "portfolio manager" business) in [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;
(c) it was not created solely or primarily for the purpose of purchasing securities of the Issuer;
(d) the total asset value of the investment portfolios it manages on behalf of clients is not less that $20,000,000; and
(e) it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing
4. If the answer to 2(a). above was "no", please print the names and addressed of control persons of the Placee: The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions (see for example, sections 87 and 111 of the Securities Act (British Columbia) and sections 176 and 182 of the Securities Act (Alberta).
Appears in 1 contract
Samples: Subscription Agreement (Nevada Geothermal Power Inc)
Member of “Pro Group. The Subscriber either [check appropriate box]: [ ] is a Member of the "“Pro Group" ” as defined in the Rules of the Exchange, as follows:
(1. ) subject to subparagraphs (2), (3) and (4), either individually or as a group:
(a) the member (i.e. a member of the TSX Venture Exchange under the Exchange requirements);
(b) employees of the member;
(c) partners, officers or directors of the member;
(d) affiliates of the member; and
(e) associates of any parties referred to in subparagraphs (a) through (e);
(2. ) the Exchange may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is not acting at arm's ’s length with the member;
(3. ) the Exchange may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is acting at arm's ’s length with the member;
(4. ) the member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (1) 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 ’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 Group. Where subscribers to a Private Placement are not individuals, the following information about the placee Placee must be providedprovided if such subscribers:
(a) will hold more than 5% of the Issuer’s issued and outstanding Listed Shares on a upon completion of the Private Placement; or
(b) are subscribing for more than 25% of the Private Placement. This Form will remain on file with the Exchange. The Corporationcorporation, 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 companiesIssuers. 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.
1. Place Placee Information.:
(a) Name:__________________________________________________________________
(b) Complete Address:________________________________________________________
(c) Jurisdiction of Incorporation or Creation:_______________________________________
(a) Is the Placee purchasing securities as a portfolio manager manager: (yesYes/noNo)?________________
(b) Is the Placee carrying on business as a portfolio manager outside of Canada Canada: (yesYes/noNo)?
3. If the answer to 2(b) above was "yes"“Yes”, the undersigned certifies that:
(a) It is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client's ’s express consent to a transaction;
(b) it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a "“portfolio manager" ” business) in ____________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;
(c) it was not created solely or primarily for the purpose of purchasing securities of the Issuer;
(d) the total asset value of the investment portfolios it manages on behalf of clients is not less that $20,000,000than Cdn$20,000,000; and
(e) it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing
4. If the answer to 2(a). above was "no", please print the names and addressed of control persons of the Placee: The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions (see for example, sections 87 and 111 of the Securities Act (British Columbia) and sections 176 and 182 of the Securities Act (Alberta).
Appears in 1 contract
