Other General Representations Applicable to All Investors. 6.1 The Investor represents and warrants (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) to the Company that, as of the date of this Subscription Agreement and at the Closing hereunder: (a) the Investor has no knowledge of a "material fact" or "material change", as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Corporation that has not been generally disclosed to the public; (b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out on the execution page of this Subscription Agreement; (c) the Investor has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor; (d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound; (e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor; (f) the Investor represents and warrants that the aggregate Subscription amount (purchase price) which will be advanced by the Investor to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (commonly referred to as the "USA PATRIOT Act"), and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor's name and other information relating to this Subscription Agreement and the Investor's subscription hereunder, on a confidential basis, pursuant to the PCMLA. The Investor further represents and warrants that (i) to the best of its knowledge, none of the purchase price to be provided by the Investor (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Investor, and (ii) it shall promptly notify the Company if the Investor discovers that any of such representations cease to be true, and it shall provide the Corporation with appropriate information in connection therewith; (g) the Investor is not an underwriter of, or dealer in, the shares of the Company, nor is the Investor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units; (h) in connection with the Investor's investment in the Units, the Investor is either experienced in or knowledgeable with regard to the affairs of the Company, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Units and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Units; (i) no person has made to the Investor any written or oral representations: (i) that any person will resell or repurchase the Securities; (ii) that any person will refund the purchase price for the Securities; (iii) as to the future price or value of the Securities; or (iv) that the Securities will be listed and posted for trading on any stock exchange or that application has been made to list the Securities of the Company on any stock exchange; and (j) the Investor will comply with Applicable Securities Laws, including with respect to any resale of the Securities and all related restrictions (and the Company is not in any way responsible for such compliance), and will speak and consult with its own legal advisors with respect to such compliance.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement (Oaxaca Resources Corp)
Other General Representations Applicable to All Investors. 6.1 The Investor represents and warrants (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) to the Company that, as of the date of this Subscription Agreement and at the Closing hereunder:
(a) the Investor has no knowledge of a "“material fact" ” or "“material change"”, as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Corporation Issuer that has not been generally disclosed to the public;
(b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out under the heading “Name and Address of Investor” on the execution page of this Subscription Agreement;
(c) the Investor has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor;
(d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound;
(e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor;
(f) the Investor represents and warrants that the aggregate Subscription amount (purchase price) which will be advanced by the Investor to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (commonly referred to as the "USA PATRIOT Act"), and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor's name and other information relating to this Subscription Agreement and the Investor's subscription hereunder, on a confidential basis, pursuant to the PCMLA. The Investor further represents and warrants that (i) to the best of its knowledge, none of the purchase price to be provided by the Investor (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Investor, and (ii) it shall promptly notify the Company if the Investor discovers that any of such representations cease to be true, and it shall provide the Corporation with appropriate information in connection therewith;
(g) the Investor is not an underwriter of, or dealer in, the shares of the Company, nor is the Investor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;
(h) in connection with the Investor's ’s investment in the UnitsNotes, the Investor has not relied upon the Issuer for investment, legal or tax advice, and has, in all cases sought the advice of the Investor’s own personal investment advisor, legal counsel and tax advisers or has waived its rights thereto and the Investor is either experienced in or knowledgeable with regard to the affairs of the CompanyIssuer, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Units Notes and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the UnitsNotes;
(ig) no person has made to the Investor any written or oral representations:
(i) that any person will resell or repurchase the SecuritiesNotes;
(ii) that any person will refund the purchase price for the SecuritiesNotes;
(iii) as to the future price or value of the SecuritiesNotes; or
(iv) that the Securities Notes will be listed and posted for trading on any stock exchange or that application has been made to list the Securities Notes of the Company Issuer on any stock exchange; and
(j) the Investor will comply with Applicable Securities Laws, including with respect to any resale of the Securities and all related restrictions (and the Company is not in any way responsible for such compliance), and will speak and consult with its own legal advisors with respect to such compliance.;
Appears in 1 contract
Samples: Subordinated Convertible Note Subscription Agreement (Rockwell Ventures Inc)
Other General Representations Applicable to All Investors. 6.1 The Investor represents and warrants (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) to the Company that, as of the date of this Subscription Agreement and at the Closing hereunder:
(a) the Investor has no knowledge of a "“material fact" ” or "“material change"”, as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Corporation Issuer that has not been generally disclosed to the public;
(b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out on the execution signature page of this Subscription Agreement;
(c) the Investor has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor;
(d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound;
(e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor;
(f) the Investor represents and warrants that the aggregate Subscription amount (purchase price) which will be advanced by the Investor to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (commonly referred to as the "USA PATRIOT Act"), and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor's name and other information relating to this Subscription Agreement and the Investor's subscription hereunder, on a confidential basis, pursuant to the PCMLA. The Investor further represents and warrants that (i) to the best of its knowledge, none of the purchase price to be provided by the Investor (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Investor, and (ii) it shall promptly notify the Company if the Investor discovers that any of such representations cease to be true, and it shall provide the Corporation with appropriate information in connection therewith;
(g) the Investor is not an underwriter of, or dealer in, the shares of the Company, nor is the Investor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;
(h) in connection with the Investor's ’s investment in the Units, the Investor has not relied upon the Issuer for investment, legal or tax advice, and has, in all cases sought the advice of the Investor’s own personal investment advisor, legal counsel and tax advisers or has waived its rights to and the Investor is either experienced in or knowledgeable with regard to the affairs of the CompanyIssuer, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Units and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Units;
(ig) no person has made to the Investor any written or oral representations:
(i) that any person will resell or repurchase the SecuritiesUnits;
(ii) that any person will refund the purchase price for the SecuritiesUnits;
(iii) as to the future price or value of the SecuritiesUnits; or
(iv) that the Securities Units will be listed and posted for trading on any stock exchange or that application has been made to list the Securities common shares of the Company Issuer on any stock exchange;
(h) UNLESS the Investor completes the certificate of U.S. Person included herein as Schedule D, the Investor represents and warrants that:
(i) the Securities are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States and the Investor does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting:
(A) the transfer or assignment of any rights or interests in any of the Securities;
(B) the division of profits, losses, fees, commissions, or any financial stake in connection with this Subscription; or
(C) the voting of the Securities; and
(jii) the Investor will comply with Applicable Securities Laws, including with respect has no intention to distribute either directly or indirectly any resale of the Securities in the United States or to U.S. Persons;
(iii) the current structure of this transaction and all related restrictions transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act;
(iv) the Investor is not a “U.S. Person” (the definition of which includes, but is not limited to, a natural person resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States) and is not purchasing the Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account or benefit of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Investor herein;
(v) the Investor was outside the United States at the time of execution and delivery of this subscription agreement within the meaning of Regulation S;
(vi) no offers to sell the Securities were made by any person to the Investor while the Investor was in the United States;
(vii) the Investor acknowledges that the Units have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States or to a U.S. Person unless an exemption from such registration requirements is available. The Investor understands that the Issuer has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities; and
(viii) the Investor acknowledges that any person who exercises a Warrant will be required to provide to the Issuer either:
(A) written certification that it is not a U.S. Person and that such Warrant is not being exercised within the United States or on behalf of, or for the account or benefit of; a U.S. Person; or
(B) a written opinion of counsel or other evidence satisfactory to the Issuer to the effect that the Warrants and the Company is not in any way responsible for such compliance), Warrant Shares have been registered under the U.S. Securities Act and will speak and consult with its own legal advisors with respect to such compliance.applicable state securities laws or are exempt from registration thereunder;
Appears in 1 contract
Samples: Subscription Agreement (Austral Pacific Energy LTD)
Other General Representations Applicable to All Investors. 6.1 The following representations are hereby made by each Investor represents and warrants (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) subject to the Company that, as of the date of this Subscription Agreement and at the Closing hereunderprovisos contained below:
(a) the Investor has no knowledge of a "material fact" or "material change", as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Corporation that has not been generally disclosed to the public;
(b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out under the heading "Name and Address of Investor" on the execution page of this Subscription Agreement;
(c) the Investor has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Investor is a corporation, or other entity, it is duly incorporated or otherwise formed and validly subsisting existing under the laws of its jurisdiction of incorporation or formation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor;
(d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be is a party or by which the Investor is or may be bound;
(e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor;
(f) the Investor represents and warrants that the aggregate Subscription amount (purchase price) which will be advanced by the Investor to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (commonly referred to as the "USA PATRIOT Act"), and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor's name and other information relating to this Subscription Agreement and the Investor's subscription hereunder, on a confidential basis, pursuant to the PCMLA. The Investor further represents and warrants that (i) to the best of its knowledge, none of the purchase price to be provided by the Investor (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Investor, and (ii) it shall promptly notify the Company if the Investor discovers that any of such representations cease to be true, and it shall provide the Corporation with appropriate information in connection therewith;
(g) the Investor is not an underwriter of, or dealer in, the shares of the Company, nor is the Investor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;
(h) in connection with the Investor's investment in the Units, the Investor has not relied upon the Corporation for investment, legal or tax advice, and has in all cases sought the advice of the Investor's own personal investment advisor, legal counsel and tax advisers or has waived its rights thereto and the Investor is either experienced in or knowledgeable with regard to the affairs of the CompanyCorporation, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Units and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Units;
(ig) no person has made to the Investor any written or oral representations:
(i) that any person will resell or repurchase the Units or any of the Securities;
(ii) that any person will refund the purchase price for the SecuritiesUnits;
(iii) as to the future price or value of the Units or any of the Securities; or
(iv) that the Units or any of the Securities will be listed and posted for trading on any stock exchange or that application has been made to list the Securities Units or any of the Company Securities on any stock exchange;
(h) the Investor represents and warrants that the aggregate Subscription amount (purchase price) which will be advanced by the Investor to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (commonly referred to as the "USA PATRIOT Act"), and the Investor acknowledges that the Corporation may in the future be required by law to disclose the Investor's name and other information relating to this Subscription Agreement and the Investor's subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its knowledge (i) none of the purchase price to be provided by the Investor (A) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America or any other jurisdiction, or (B) are being tendered on behalf of a person or entity who has not been identified to the Investor, and (ii) it shall promptly notify the Corporation if the Investor discovers that any of such representations cease to be true, and to provide the Corporation with appropriate information in connection therewith;
(i) the Investor acknowledges and consents to the fact that the Corporation is collecting the Investor's (and any beneficial purchaser for which the Investor is contracting hereunder) personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar replacement or supplemental provincial or federal legislation or laws in effect from time to time) for the purpose of completing the Investor's subscription. The Investor acknowledges and consents to the Corporation retaining the personal information for so long as permitted or required by applicable law or business practices. The Investor further acknowledges and consents to the fact that the Corporation may be required by Applicable Securities Laws, stock exchange rules and/or Investment Industry Regulatory Organization of Canada rules to provide regulatory authorities any personal information provided by the Investor respecting itself (and any beneficial purchaser for which the Investor is contracting hereunder). The Investor represents and warrants that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of all beneficial purchasers for which the Investor is contracting. In addition to the foregoing, the Investor agrees and acknowledges that the Corporation may use and disclose the Investor's personal information, or that of each beneficial purchaser for whom the Investor are contracting hereunder, as follows:
(i) for internal use with respect to managing the relationships between and contractual obligations of the Corporation and the Investor or any beneficial purchaser for whom the Investor is contracting hereunder;
(ii) for use and disclosure to the Corporation's transfer agent and registrar;
(iii) for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to Canada Revenue Agency;
(iv) disclosure to securities regulatory authorities (including the Exchange) and other regulatory bodies with jurisdiction with respect to reports of trade and similar regulatory filings;
(v) disclosure to a governmental or other authority (including the Exchange) to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure;
(vi) disclosure to professional advisers of the Corporation in connection with the performance of their professional services;
(vii) disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the Investor's prior written consent;
(viii) disclosure to a court determining the rights of the parties under this Subscription Agreement; or
(ix) for use and disclosure as otherwise required or permitted by law;
(j) the Investor further acknowledges and agrees that the Exchange collects personal information in forms submitted by the Corporation, which will include personal information regarding the Investor. The Investor agrees that the Exchange may use this information in the manner provided for in Appendix 6A to the TSX-V Corporate Finance Manual, a copy of which may be viewed at the TSX-V website, xxx.xxx.xxx and is incorporated herein by reference. The Investor further acknowledges that the Ontario Securities Commission collects personal information in forms submitted to it by the Corporation, including information about the Investor, the Investor's address and contact information, and the Investor's subscription. The Investor acknowledges that the Ontario Securities Commission is entitled to collect the information under authority granted to it under Applicable Securities Laws for the purpose of administration and enforcement of the Applicable Securities Laws in Ontario. The Investor acknowledges that it may obtain information regarding the collection of this information by contacting the Administrative Assistant to the Director of Corporate Finance, Ontario Securities Commission, Xxxxx 0000, Xxx 0000, Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0, Telephone: (000) 000-0000, Facsimile: (000) 000-0000. The Investor consents to the collection of personal information by the Ontario Securities Commission; No U.S. Investor Participation Except with Accredited Investor Certificate of U.S. Purchaser (Schedule D) (k) the Investor represents and warrants EITHER (i) or (ii) that:
(i) the Investor:
(A) is not, and is not purchasing the Units for the account of or benefit of, a U.S. Person or a person in the United States;
(B) was not offered Units in the United States; and
(jC) did not execute or deliver this Agreement in the United States; OR
(ii) the Investor:
(A) is a U.S. Person or a person in the Unites States who is an "accredited investor" as defined in Rule 501(a) of Regulation D under the U.S. Securities Act; and
(B) has duly completed, executed and delivered to the Corporation the Certificate of U.S. Purchaser attached hereto as Schedule D, and represents, warrants and covenants to the Corporation as to the accuracy of all matters set out therein as at the date hereof and on the Closing Date;
(l) the Investor additionally represents and warrants that:
(i) the Investor does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting:
(A) the transfer or assignment of any rights or interests in any of the Securities;
(B) the division of profits, losses, fees, commissions, or any financial stake in connection with this Subscription Agreement; or
(C) the voting of any of the Securities; and
(ii) the Investor has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons or for the account or benefit of U.S. Persons; and
(iii) the Investor represents that the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act;
(m) the Investor acknowledges that:
(i) the Securities have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States or to a U.S. Person unless an exemption from such registration requirements is available;
(ii) the Corporation has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities;
(iii) the Investor will not engage in any directed selling efforts (as defined by Regulation S under the U.S. Securities Act) in the United States in respect of the Securities, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of conditioning the market in the United States for the resale of the Securities; and
(iv) the Investor acknowledges that any person who exercises a Warrant will be required to provide to the Corporation either:
(A) written certification that it is not a U.S. Person and that such Warrant is not being exercised within the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; or
(B) a written opinion of counsel or other evidence satisfactory to the Corporation to the effect that the Warrant Shares have been registered under the U.S. Securities Act and applicable state securities laws or that the issuance of the Warrant Shares is exempt from registration thereunder; (n) the Investor will comply with Applicable Securities Laws, including with respect to any Laws concerning the resale of the Securities and all related restrictions (and the Company Corporation is not in any way responsible for such compliance), ) and will shall speak and consult with its own legal advisors with respect to such compliance;
(o) the Investor acknowledges and agrees that all costs and expenses incurred by the Investor (including any fees and disbursements of any special counsel or other advisors retained by the Investor) relating to the purchase of the Units shall be borne by the Investor; and
(p) if the Investor is resident of an International Jurisdiction (meaning herein a country other than Canada or the United States) then:
(i) the Investor is knowledgeable of securities legislation having application or jurisdiction over the Investor and the Offering (other than the laws of Canada and the United States) which would apply to this subscription;
(ii) the Investor is purchasing the Units pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction or, if such is not applicable, the Investor is permitted to purchase the Investor's Units and the Corporation has no filing obligations in the International Jurisdiction;
(iii) no laws in the Investor's International Jurisdiction require the Corporation to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and
(iv) the Units are being acquired for investment only and not with a view to resale and distribution within the Investor's International Jurisdiction.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Crailar Technologies Inc)
Other General Representations Applicable to All Investors. 6.1 The following representations are hereby made by each Investor represents and warrants (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) subject to the Company that, as of the date of this Subscription Agreement and at the Closing hereunderprovisos contained below:
(a) the Investor has no knowledge of a "“material fact" ” or "“material change"”, as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Corporation Issuer that has not been generally disclosed to the public;
(b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out under the heading “Name and Address of Investor” on the execution page of this Subscription Agreement;
(c) the Investor has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Investor is a corporation, or other entity, it is duly incorporated or otherwise formed and validly subsisting existing under the laws of its jurisdiction of incorporation or formation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor;
(d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be is a party or by which the Investor is or may be bound;
(e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor;
(f) the Investor represents and warrants that the aggregate Subscription amount (purchase price) which will be advanced by the Investor to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (commonly referred to as the "USA PATRIOT Act"), and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor's name and other information relating to this Subscription Agreement and the Investor's subscription hereunder, on a confidential basis, pursuant to the PCMLA. The Investor further represents and warrants that (i) to the best of its knowledge, none of the purchase price to be provided by the Investor (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Investor, and (ii) it shall promptly notify the Company if the Investor discovers that any of such representations cease to be true, and it shall provide the Corporation with appropriate information in connection therewith;
(g) the Investor is not an underwriter of, or dealer in, the shares of the Company, nor is the Investor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;
(h) in connection with the Investor's ’s investment in the Units, the Investor has not relied upon the Issuer for investment, legal or tax advice, and has in all cases sought the advice of the Investor’s own personal investment advisor, legal counsel and tax advisers or has waived its rights thereto and the Investor is either experienced in or knowledgeable with regard to the affairs of the CompanyIssuer, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Units and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Units;
(ig) no person has made to the Investor any written or oral representations:
(i) that any person will resell or repurchase the Securities;
(ii) that any person will refund the purchase price for the Securities;
(iii) as to the future price or value of the Securities; or
(iv) that the Securities will be listed and posted for trading on any stock exchange or that application has been made to list the Securities of the Company on any stock exchange; and
(j) the Investor will comply with Applicable Securities Laws, including with respect to any resale of the Securities and all related restrictions (and the Company is not in any way responsible for such compliance), and will speak and consult with its own legal advisors with respect to such compliance.
Appears in 1 contract
Samples: Merger Agreement (Neovasc Inc)
Other General Representations Applicable to All Investors. 6.1 The Investor represents and warrants (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) to the Company that, as of the date of this Subscription Agreement and at the Closing hereunder:
(a) the Investor has no knowledge of a "“material fact" ” or "“material change"”, as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Corporation Issuer that has not been generally disclosed to the public;
(b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out on the execution first page of this Subscription Agreement;
(c) the Investor has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor;
(d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound;
(e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor;
(f) the Investor represents and warrants that the aggregate Subscription amount (purchase price) which will be advanced by the Investor to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (commonly referred to as the "USA PATRIOT Act"), and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor's name and other information relating to this Subscription Agreement and the Investor's subscription hereunder, on a confidential basis, pursuant to the PCMLA. The Investor further represents and warrants that (i) to the best of its knowledge, none of the purchase price to be provided by the Investor (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Investor, and (ii) it shall promptly notify the Company if the Investor discovers that any of such representations cease to be true, and it shall provide the Corporation with appropriate information in connection therewith;
(g) the Investor is not an underwriter of, or dealer in, the shares of the Company, nor is the Investor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;
(h) in connection with the Investor's ’s investment in the Units, the Investor has not relied upon the Issuer for investment, legal or tax advice, and has, in all cases sought the advice of the Investor’s own personal investment advisor, legal counsel and tax advisers or has waived its rights to and the Investor is either experienced in or knowledgeable with regard to the affairs of the CompanyIssuer, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Units and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Units;
(ig) no person has made to the Investor any written or oral representations:
(i) that any person will resell or repurchase the SecuritiesUnits;
(ii) that any person will refund the purchase price for the SecuritiesUnits;
(iii) as to the future price or value of the SecuritiesUnits; or
(iv) that the Securities Units will be listed and posted for trading on any stock exchange or that application has been made to list the Securities common shares of the Company Issuer on any stock exchange;
(h) UNLESS the Investor completes the certificate of U.S. Person included herein as Schedule D, the Investor represents and warrants that:
(i) the Securities are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States and the Investor does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting:
(A) the transfer or assignment of any rights or interests in any of the Securities;
(B) the division of profits, losses, fees, commissions, or any financial stake in connection with this Subscription; or
(C) the voting of the Securities; and
(jii) the Investor will comply with Applicable Securities Laws, including with respect has no intention to distribute either directly or indirectly any resale of the Securities in the United States or to U.S. Persons;
(iii) the current structure of this transaction and all related restrictions transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act;
(iv) the Investor is not a “U.S. Person” (the definition of which includes, but is not limited to, a natural person resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States) and is not purchasing the Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account or benefit of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Investor herein;
(v) the Investor was outside the United States at the time of execution and delivery of this subscription agreement within the meaning of Regulation S;
(vi) no offers to sell the Securities were made by any person to the Investor while the Investor was in the United States;
(vii) the Investor acknowledges that the Units have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States or to a U.S. Person unless an exemption from such registration requirements is available. The Investor understands that the Issuer has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities; and
(viii) the Investor acknowledges that any person who exercises a Warrant will be required to provide to the Issuer either:
(A) written certification that it is not a U.S. Person and that such Warrant is not being exercised within the United States or on behalf of, or for the account or benefit of; a U.S. Person; or
(B) a written opinion of counsel or other evidence satisfactory to the Issuer to the effect that the Warrants and the Company is not in any way responsible for such compliance), Warrant Shares have been registered under the U.S. Securities Act and will speak and consult with its own legal advisors with respect to such compliance.applicable state securities laws or are exempt from registration thereunder;
Appears in 1 contract
Samples: Unit Subscription Agreement (Trans-Orient Petroleum Ltd.)
Other General Representations Applicable to All Investors. 6.1 The Investor represents and warrants (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) to the Company that, as of the date of this Subscription Agreement and at the Closing hereunder:
(a) the Investor has no knowledge of a "material fact" or "material change", as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Corporation Issuer that has not been generally disclosed to the public;
(b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out under the heading "Name and Address of Investor" on the execution page of this Subscription Agreement;
(c) the Investor has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor;
(d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound;
(e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor;
(f) the Investor represents and warrants that the aggregate Subscription amount (purchase price) which will be advanced by the Investor to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (commonly referred to as the "USA PATRIOT Act"), and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor's name and other information relating to this Subscription Agreement and the Investor's subscription hereunder, on a confidential basis, pursuant to the PCMLA. The Investor further represents and warrants that (i) to the best of its knowledge, none of the purchase price to be provided by the Investor (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Investor, and (ii) it shall promptly notify the Company if the Investor discovers that any of such representations cease to be true, and it shall provide the Corporation with appropriate information in connection therewith;
(g) the Investor is not an underwriter of, or dealer in, the shares of the Company, nor is the Investor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;
(h) in connection with the Investor's investment in the UnitsSpecial Warrants, the Investor has not relied upon the Issuer nor the Agent for investment, legal or tax advice, and has, in all cases sought the advice of the Investor's own personal investment advisor, legal counsel and tax advisers or has waived its rights to and the Investor is either experienced in or knowledgeable with regard to the affairs of the CompanyIssuer, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Units Special Warrants and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the UnitsSpecial Warrants;
(ig) no person has made to the Investor any written or oral representations:
(i) that any person will resell or repurchase the SecuritiesSpecial Warrants;
(ii) that any person will refund the purchase price for the SecuritiesSpecial Warrants;
(iii) as to the future price or value of the SecuritiesSpecial Warrants; or
(iv) that the Securities Special Warrants will be listed and posted for trading on any stock exchange or that application has been made to list the Securities common shares of the Company Issuer on any stock exchange;
(h) the Investor is not a "U.S. Person" (the definition of which includes, but is not limited to, a natural person resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States) and is not purchasing the Special Warrants for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account or benefit of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Investor below;
(i) the Securities are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States and the Investor does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting:
(i) the transfer or assignment of any rights or interests in any of the Securities;
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this Subscription; andor
(iii) the voting of the Securities;
(j) the Investor will comply with Applicable Securities Laws, including with respect has no intention to distribute either directly or indirectly any resale of the Securities in the United States or to U.S. Persons; and
(k) the Investor supports the Sonic Merger. (l) the Investor acknowledges and agrees that all related restrictions costs and expenses incurred by the Investor (including any fees and disbursements of any special counsel or other advisors retained by the Company is not in any way responsible for such compliance), and will speak and consult with its own legal advisors with respect Investor) relating to such compliance.the purchase of the Special Warrants shall be borne by the Investor;
Appears in 1 contract
Samples: Agency and Sponsorship Agreement (Sonic Environmental Solutions Inc/Can)
Other General Representations Applicable to All Investors. 6.1 The Investor represents and warrants (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) to the Company that, as of the date of this Subscription Agreement and at the Closing hereunder:
(a) the Investor has no knowledge of a "“material fact" ” or "“material change"”, as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Corporation Issuer that has not been generally disclosed to the public;
(b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out above the heading “Investor’s Address” on the execution face page of this Subscription Agreement;
(c) the Investor has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor;
(d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound;
(e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor;
(f) the Investor represents and warrants that the aggregate Subscription amount (purchase price) which will be advanced by the Investor to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (commonly referred to as the "USA PATRIOT Act"), and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor's name and other information relating to this Subscription Agreement and the Investor's subscription hereunder, on a confidential basis, pursuant to the PCMLA. The Investor further represents and warrants that (i) to the best of its knowledge, none of the purchase price to be provided by the Investor (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Investor, and (ii) it shall promptly notify the Company if the Investor discovers that any of such representations cease to be true, and it shall provide the Corporation with appropriate information in connection therewith;
(g) the Investor is not an underwriter of, or dealer in, the shares of the Company, nor is the Investor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;
(h) in connection with the Investor's ’s investment in the Units, the Investor has not relied upon the Issuer for investment, legal or tax advice, and has, in all cases sought the advice of the Investor’s own personal investment advisor, legal counsel and tax advisers or has waived its rights to and the Investor is either experienced in or knowledgeable with regard to the affairs of the CompanyIssuer, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Units and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Units;
(ig) no person has made to the Investor any written or oral representations:
(i) that any person will resell or repurchase the SecuritiesUnits;
(ii) that any person will refund the purchase price for the SecuritiesUnits;
(iii) as to the future price or value of the SecuritiesUnits; or
(iv) that the Securities Units will be listed and posted for trading on any stock exchange or that application has been made to list the Securities common shares of the Company Issuer on any stock exchange;
(h) UNLESS the Investor completes the United States Accredited Investor Certificate included herein as Schedule D, the Investor represents and warrants that:
(i) the Units are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States and the Investor does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting:
(A) the transfer or assignment of any rights or interests in any of the Securities;
(B) the division of profits, losses, fees, commissions, or any financial stake in connection with this Subscription; or
(C) the voting of the Securities; and
(jii) the Investor will comply with Applicable Securities Laws, including with respect has no intention to distribute either directly or indirectly any resale of the Securities in the United States or to U.S. Persons; and
(iii) the current structure of this transaction and all related restrictions (transactions and the Company activities contemplated hereunder is not in any way responsible for such compliance), and will speak and consult with its own legal advisors with respect a scheme to such compliance.avoid the registration requirements of the U.S. Securities Act;
Appears in 1 contract
Samples: Subscription Agreement
Other General Representations Applicable to All Investors. 6.1 The Investor represents and warrants (on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom the Investor is contracting hereunder) to the Company that, as of the date of this Subscription Agreement and at the Closing hereunder:
(a) the Investor has no knowledge of a "“material fact" ” or "“material change"”, as those terms are defined in Applicable Securities Laws, in respect of the affairs of the Corporation Issuer that has not been generally disclosed to the public;
(b) the Investor (and, if applicable, any beneficial purchaser for whom it is acting) is resident in the jurisdiction set out under the heading “Name and Address of Investor” on the execution page of this Subscription Agreement;
(c) the Investor has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Investor is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution of this Subscription Agreement on behalf of the Investor;
(d) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound;
(e) the Investor has duly and validly authorized, executed and delivered this Subscription Agreement and understands it is intended to constitute a valid and binding agreement of the Investor enforceable against the Investor;
(f) the Investor represents and warrants that the aggregate Subscription amount (purchase price) which will be advanced by the Investor to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (United States) (commonly referred to as the "USA PATRIOT Act"), and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor's name and other information relating to this Subscription Agreement and the Investor's subscription hereunder, on a confidential basis, pursuant to the PCMLA. The Investor further represents and warrants that (i) to the best of its knowledge, none of the purchase price to be provided by the Investor (A) has been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America or any other jurisdiction, or (B) is being tendered on behalf of a person or entity who has not been identified to the Investor, and (ii) it shall promptly notify the Company if the Investor discovers that any of such representations cease to be true, and it shall provide the Corporation with appropriate information in connection therewith;
(g) the Investor is not an underwriter of, or dealer in, the shares of the Company, nor is the Investor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;
(h) in connection with the Investor's ’s investment in the Units, the Investor has not relied upon the Issuer for investment, legal or tax advice, and has, in all cases sought the advice of the Investor’s own personal investment advisor, legal counsel and tax advisers or has waived its rights thereto and the Investor is either experienced in or knowledgeable with regard to the affairs of the CompanyIssuer, or either alone or with its professional advisors is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Units and is able to bear the economic risk of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment in the Units;
(ig) no person has made to the Investor any written or oral representations:
(i) that any person will resell or repurchase the SecuritiesUnits;
(ii) that any person will refund the purchase price for the SecuritiesUnits;
(iii) as to the future price or value of the SecuritiesUnits; or
(iv) that the Securities Units will be listed and posted for trading on any stock exchange or that application has been made to list the Securities Units of the Company Issuer on any stock exchange;
(h) The Investor represents and warrants either:
(i) The Investor
(A) is not, and is not purchasing the Units for the account of or benefit of, a U.S. Person or a person in the United States;
(B) was not offered Units in the United States; and
(C) did not execute or deliver this Agreement in the United States; OR
(ii) The Investor a U.S. Person who is an "accredited investor" as defined in Rule 501(a) of Regulation D of the U.S. Securities Act; and in the case of paragraph 6.3(h)(ii) above, the Investor has duly completed, executed and delivered to the Issuer the Certificate of U.S. Purchaser attached hereto as Schedule B, and represents, warrants and covenants to the Issuer as to the accuracy of all matters set out therein as at the date hereof and on the Closing Date;
(i) Unless the Investor completes the Certificate of U.S. Purchaser included herein as Schedule B in connection with a purchase of the Units made in reliance on Regulation D, the Investor additionally represents and warrants that:
(i) the Investor does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the United States respecting:
(A) the transfer or assignment of any rights or interests in any of the Units;
(B) the division of profits, losses, fees, commissions, or any financial stake in connection with this Subscription; or
(C) the voting of the Units; and
(ii) the Investor has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons; and
(iii) the Investor represents that the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act;
(j) The Investor acknowledges and agrees that:
(i) the Units have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States or to a U.S. Person unless an exemption from such registration requirements is available;
(ii) the Issuer has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Units; and
(iii) the Investor will not engage in any directed selling efforts (as defined by Regulation S under the U.S. Securities Act) in the United States in respect of the Units, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of conditioning the market in the United States for the resale of the Units;
(k) the Investor will comply with Applicable Securities LawsLaws and, including with respect to any if applicable, Rule 904 of Regulation S concerning the resale of the Securities Units and all related restrictions (and the Company Issuer is not in any way responsible for such compliance), ) and will shall speak and consult with its own legal advisors with respect to such compliance;
(l) the Investor acknowledges and agrees that all costs and expenses incurred by the Investor (including any fees and disbursements of any special counsel or other advisors retained by the Investor) relating to the purchase of the Units shall be borne by the Investor;
(m) if the Investor is resident of an International Jurisdiction (meaning herein a country other than Canada or the United States) then:
(i) the Investor is knowledgeable of securities legislation having application or jurisdiction over the Investor and the Offering (other than the laws of Canada and the U.S.) which would apply to this subscription;
(ii) the Investor is purchasing the Units pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction and or, if such is not applicable, the Investor is permitted to purchase the Investor’s Units, and the Issuer has no filing obligations in the International Jurisdiction;
(iii) no laws in the International Jurisdiction require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and
(iv) the Units are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction.
Appears in 1 contract
Samples: Unit Subscription Agreement (Farallon Resources Ltd.)
