PLEASE COMPLETE THE FOLLOWING SECTION I OF THIS DECLARATION ONLY. IF YOU ARE NOT AN “AFFILIATE” OF THE CORPORATION, OR ARE SUCH AN “AFFILIATE” SOLELY BECAUSE YOU ARE AN OFFICER AND/OR A DIRECTOR. For these purposes, an “affiliate” is deemed to be an officer, director or 10% or more shareholder of the Corporation, or one who otherwise controls the Corporation. The undersigned Seller (A) acknowledges that the sale of of the Corporation’s common shares, represented by certificate number , to which this declaration relates, has been made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”), and (B) certifies that (1) the undersigned Seller is either (a) not an “affiliate” (as defined in Rule 405 under the 0000 Xxx) of the Company or (b) such an “affiliate” of the Company solely by virtue of being an officer and/or director thereof; (2) the offer of such securities was not made to a “U.S. Person” or to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the Seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Canadian Securities Exchange or another “designated offshore securities market” within the meaning of SEC Rule 902, and neither the seller nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; and (3) neither the Seller nor any person acting on its behalf engaged in any directed selling efforts in connection with the offer and sale of such securities; and (4) if I am an officer and/or director of the Corporation, no selling concession, fee or other remuneration will be paid in connection with this offer and sale other than the usual and customary broker’s commission. Terms used herein have the meanings given to them by Regulation S. AFFIRMATION BY SELLER'S BROKER-DEALER We have read the foregoing representations of our customer, (the "Seller") with regard to our sale, for such Seller's account, of the securities described therein, and we hereby affirm that, following due inquiry, we are of the belief that (1) the buyer is not a “U.S. Person,” and (2) that, to the best of our knowledge and belief, all other statements made therein are full, true and correct. Terms used herein have the meanings given to them by Rule 902 of Regulation S (see below). Name of Firm By: Signature of Authorized Officer Name of Authorized Officer (Please Print) Date:
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Samples: sedar-filings-backup.thecse.com, webfiles.thecse.com, sedar-filings-backup.thecse.com
PLEASE COMPLETE THE FOLLOWING SECTION I OF THIS DECLARATION ONLY. IF YOU ARE NOT AN “AFFILIATE” OF THE CORPORATION, OR ARE SUCH AN “AFFILIATE” SOLELY BECAUSE YOU ARE AN OFFICER AND/OR A DIRECTOR. For these purposes, an “affiliate” is deemed to be an officer, director or 10% or more shareholder of the Corporation, or one who otherwise controls the Corporation. The undersigned Seller (A) acknowledges that the sale of of the Corporation’s common shares, represented by certificate number , to which this declaration relates, has been made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”), and (B) certifies that (1) the undersigned Seller is either (a) not an “affiliate” (as defined in Rule 405 under the 0000 Xxx1933 Act) of the Company or (b) such an “affiliate” of the Company solely by virtue of being an officer and/or director thereof; (2) the offer of such securities was not made to a “U.S. Person” or to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the Seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Canadian Securities Exchange or another “designated offshore securities market” within the meaning of SEC Rule 902, and neither the seller nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; and (3) neither the Seller nor any person acting on its behalf engaged in any directed selling efforts in connection with the offer and sale of such securities; and (4) if I am an officer and/or director of the Corporation, no selling concession, fee or other remuneration will be paid in connection with this offer and sale other than the usual and customary broker’s commission. Terms used herein have the meanings given to them by Regulation S. AFFIRMATION BY SELLER'S BROKER-DEALER We have read the foregoing representations of our customer, (the "Seller") with regard to our sale, for such Seller's account, of the securities described therein, and we hereby affirm that, following due inquiry, we are of the belief that (1) the buyer is not a “U.S. Person,” and (2) that, to the best of our knowledge and belief, all other statements made therein are full, true and correct. Terms used herein have the meanings given to them by Rule 902 of Regulation S (see below). Name of Firm By: Signature of Authorized Officer Name of Authorized Officer (Please Print) Date:
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Samples: Subscription Receipt Agreement, sedar-filings-backup.thecse.com