Common use of Prospectus Exemptions Clause in Contracts

Prospectus Exemptions. The Subscriber acknowledges and agrees that the sale and delivery of the Purchased Securities comprising the Purchased Units to the Subscriber are conditional upon such sale being exempt from the requirements as to the filing of a prospectus and as to the delivery of an offering memorandum as defined in the applicable securities legislation or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. In this regard, the Subscriber acknowledges and agrees that: (a) it was not provided with, has not requested, and does not need to receive, a prospectus or an offering memorandum as defined in the applicable securities legislation or similar document; (b) its decision to execute this Subscription Agreement and to purchase the Purchased Units has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Corporation and that, other than the representations of the Corporation contained herein, including the documents delivered in connection herewith, its decision is based entirely upon publicly available information concerning the Corporation; (c) the sale of the Purchased Units was not accompanied by any advertisement in printed media of general and regular paid circulation, radio or television; (d) it has been advised and has been afforded full opportunity to consult its own legal and other professional advisors with respect to all applicable resale restrictions relating to the Purchased Securities and it is solely responsible (and the Corporation is not in any way responsible) for compliance with any and all applicable resale restrictions.

Prospectus Exemptions. The Subscriber acknowledges and agrees that the sale and delivery of the Purchased Securities comprising the Purchased Units to the Subscriber are conditional upon such sale being exempt from the requirements as to the filing of a prospectus and as to the delivery of an offering memorandum as defined in the applicable securities legislation or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. In this regard, the Subscriber acknowledges and agrees that: (a) it was not provided with, has not requested, and does not need to receive, a prospectus or an offering memorandum as defined in the applicable securities legislation or similar document; (b) its decision to execute this Subscription Agreement subscription agreement and to purchase the Purchased Units has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Corporation and that, other than the representations of the Corporation contained herein, including the documents delivered in connection herewith, its decision is based entirely upon publicly available information concerning the Corporation; (c) the sale of the Purchased Units was not accompanied by any advertisement in printed media of general and regular paid circulation, radio or television; (d) it has been advised and has been afforded full opportunity to consult its own legal and other professional advisors with respect to all applicable resale restrictions relating to the Purchased Securities and it is solely responsible (and the Corporation is not in any way responsible) for compliance with any and all applicable resale restrictions.