Purchaser’s Acknowledgements. The Purchaser covenants to execute and deliver all documentation as may be required to be executed and delivered by it pursuant to applicable securities laws in connection with the Transaction. The Purchaser acknowledges that: (a) Teck is required to file a report of trade with all applicable securities regulators containing personal information about the Purchaser. This report of trade will include the full name, residential address and telephone number of the Purchaser, the number and type of purchased securities, the Purchase Price, the date of the Closing and the prospectus and registration exemption relied upon under applicable securities laws to complete such purchase. In Ontario, this information is collected indirectly by the Ontario Securities Commission under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario. The Purchaser may contact the Administrative Assistant to the Director of Corporate Finance at Suite 1903, Box 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, X0X 0X0 or by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the Ontario Securities Commission. Teck may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Analysis and Retrieval (“SEDAR”). By completing this Agreement, the Purchaser authorizes the indirect collection of the information described in this Section 8(a) by all applicable securities regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable securities regulators and (ii) the filing of this Agreement on SEDAR; (b) without limiting Section 9, the Purchased Shares are subject to resale restrictions under applicable securities laws; (c) withoutlimiting Section 9, the certificates representing the Purchased Shares will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE __, 2009.” [A date to be inserted, that is four months and a day after the distribution date.] “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”; (d) the Purchased Shares have not been and will not be, except as applicable pursuant to the Registration Rights Agreement, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States or to U.S. persons unless registered under such Act or an exemption from the registration requirements of such Act is available; (e) the Purchased Shares are being offered on a “private placement” basis; (f) it is not a resident of the province of British Columbia; (g) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchased Shares; (h) there is no government or other insurance covering the Purchased Shares; (i) there are risks associated with the purchase of the Purchased Shares; (j) there are restrictions on the Purchaser’s ability to resell the Purchased Shares, and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchased Shares; and (k) Teck has advised it that Teck is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell Purchased Shares through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to it.
Appears in 1 contract
Purchaser’s Acknowledgements. The Each Purchaser covenants to execute and deliver all documentation as may be required to be executed and delivered by it pursuant to applicable securities laws in connection with the Transaction. The Each Purchaser acknowledges that:
(a) Teck BlackBerry is required to file a report of trade with all applicable securities regulators containing personal information about the each Purchaser. This report of trade will include the full name, residential address and telephone number of the each Purchaser, the number and type of purchased securities, the Purchase Price, the date of the Closing and the prospectus and registration exemption relied upon under applicable securities laws to complete such purchase. In Ontario, this information is collected indirectly by the Ontario Securities Commission under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario. The Purchaser may contact the Administrative Assistant to the Director of Corporate Finance at Suite 1903, Box 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, X0X 0X0 or by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the Ontario Securities Commission. Teck BlackBerry may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Document Analysis and Retrieval (“SEDAR”). By completing this Agreement, the Purchaser authorizes the indirect collection of the information described in this Section 8(a13(a) by all applicable securities regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable securities regulators and (ii) the filing of this Agreement on SEDAR;
(b) without limiting Section 9, the Purchased Debentures and the Underlying Common Shares are subject to resale restrictions under applicable Canadian and U.S. securities laws;
(c) withoutlimiting Section 9, the certificates representing the Purchased Debentures and the Underlying Common Shares (or alternatively the ownership statement or written notice provided to the Purchaser if the Debentures and the Underlying Common Shares are issued under a direct registration system or other electronic book-entry system) will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE __, 2009.” [A date to be inserted, that is four months and a day after restrictive legends as set forth in the distribution date.] “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”Indenture;
(d) the Purchased Debentures and the Underlying Common Shares have not been and will not be, except as applicable pursuant to the Registration Rights Agreement, be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States or to U.S. persons unless registered under such the U.S. Securities Act or an exemption from the registration requirements of such the U.S. Securities Act is available;
(e) the Purchased Shares Debentures are being offered and sold to the Purchaser on a “private placement” basis;
(f) it is not purchasing the Debentures as a resident result of the province of British Columbiaany general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(g) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchased SharesDebentures;
(h) there is no government or other insurance covering the Purchased SharesDebentures;
(i) it has had access to such additional information, if any, concerning BlackBerry as it has considered necessary in connection with its investment decision to acquire the Debentures;
(j) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Debentures and the Underlying Common Shares and is able to bear the economic risks of such investment;
(k) there are risks associated with the purchase of the Purchased Shares;Debentures; and
(jl) there are restrictions on the a Purchaser’s ability to resell the Purchased Debentures and the Underlying Common Shares, and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchased Debentures or the Underlying Common Shares; and
(k) Teck has advised it that Teck is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell Purchased Shares through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to it.
Appears in 1 contract
Samples: Subscription Agreement (Fairfax Financial Holdings LTD/ Can)
Purchaser’s Acknowledgements. The Each Purchaser covenants to execute and deliver all documentation as may be required to be executed and delivered by it pursuant to applicable securities laws in connection with the Transaction. The Each Purchaser acknowledges that:
: (a) Teck BlackBerry is required to file a report of trade with all applicable securities regulators containing personal information about the each Purchaser. This report of trade will include the full name, residential address and telephone number of the each Purchaser, the number and type of purchased securities, the Purchase Price, the date of the Closing and the prospectus and registration exemption relied upon under applicable securities laws to complete such purchase. In Ontario, this information is collected indirectly by the Ontario Securities Commission under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario. The Purchaser may contact the Administrative Assistant to the Director of Corporate Finance Inquiries Officer at Suite 1903, Box 0000 00 Xxxxx Xxxxxx XxxxWest, Xxxxxxx22nd Floor, XxxxxxxToronto, X0X 0X0 Ontario, M5H 3S8 or by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the Ontario Securities Commission. Teck BlackBerry may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Document Analysis and Retrieval (“SEDAR”). By 36990-2073 30148883.13 - 39 - completing this Agreement, the Purchaser authorizes the indirect collection of the information described in this Section 8(a9(a) by all applicable securities regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable securities regulators and (ii) the filing of this Agreement on SEDAR;
; (b) without limiting Section 9, the Purchased Debentures and the Underlying Common Shares are subject to resale restrictions under applicable Canadian and U.S. securities laws;
; (c) withoutlimiting Section 9, the certificates representing the Purchased Debentures and the Underlying Common Shares (or alternatively the ownership statement or written notice provided to the Purchaser if the Debentures and the Underlying Common Shares are issued under a direct registration system or other electronic book-entry system) will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE __, 2009.” [A date to be inserted, that is four months and a day after restrictive legends as set forth in the distribution date.] “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”)Indenture; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”;
(d) the Purchased Debentures and the Underlying Common Shares have not been and will not be, except as applicable pursuant to the Registration Rights Agreement, be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States or to U.S. persons unless registered under such the U.S. Securities Act or an exemption from the registration requirements of such the U.S. Securities Act is available;
; (e) the Purchased Shares Debentures are being offered and sold to the Purchaser on a “private placement” basis;
; (f) it is not purchasing the Debentures as a resident result of the province of British Columbia;
any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (g) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchased Shares;
Debentures; (h) there is no government or other insurance covering the Purchased Shares;
Debentures; (i) it has had access to such additional information, if any, concerning BlackBerry as it has considered necessary in connection with its investment decision to acquire the Debentures; (j) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Debentures and the Underlying Common Shares and is able to bear the economic risks of such investment; (k) there are risks associated with the purchase of the Purchased Shares;
Debentures; and (jl) there are restrictions on the a Purchaser’s ability to resell the Purchased Debentures and the Underlying Common Shares, and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchased Debentures or the Underlying Common Shares; and
(k) Teck has advised it that Teck is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell Purchased Shares through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to it.. 36990-2073 30148883.13
Appears in 1 contract
Purchaser’s Acknowledgements. The Each Purchaser covenants to execute and deliver all documentation as may be required to be executed and delivered by it pursuant to applicable securities laws in connection with the Transaction. The Each Purchaser acknowledges that:
(a) Teck BlackBerry is required to file a report of trade with all applicable securities regulators containing personal information about the each Purchaser. This report of trade will include the full name, residential address and telephone number of the each Purchaser, the number and type of purchased securities, the Purchase Price, the date of the Closing and the prospectus and registration exemption relied upon under applicable securities laws to complete such purchase. In Ontario, this information is collected indirectly by the Ontario Securities Commission under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario. The Purchaser may contact the Administrative Assistant to the Director of Corporate Finance Inquiries Officer at Suite 1903, Box 0000 00 Xxxxx Xxxxxx XxxxWest, Xxxxxxx22nd Floor, XxxxxxxToronto, X0X 0X0 Ontario, M5H 3S8 or by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the Ontario Securities Commission. Teck BlackBerry may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Document Analysis and Retrieval (“SEDAR”). By completing this Agreement, the Purchaser authorizes the indirect collection of the information described in this Section 8(a9(a) by all applicable securities regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable securities regulators and (ii) the filing of this Agreement on SEDAR;
(b) without limiting Section 9, the Purchased Debentures and the Underlying Common Shares are subject to resale restrictions under applicable Canadian and U.S. securities laws;
(c) withoutlimiting Section 9, the certificates representing the Purchased Debentures and the Underlying Common Shares (or alternatively the ownership statement or written notice provided to the Purchaser if the Debentures and the Underlying Common Shares are issued under a direct registration system or other electronic book-entry system) will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE __, 2009.” [A date to be inserted, that is four months and a day after restrictive legends as set forth in the distribution date.] “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”Indenture;
(d) the Purchased Debentures and the Underlying Common Shares have not been and will not be, except as applicable pursuant to the Registration Rights Agreement, be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States or to U.S. persons unless registered under such the U.S. Securities Act or an exemption from the registration requirements of such the U.S. Securities Act is available;
(e) the Purchased Shares Debentures are being offered and sold to the Purchaser on a “private placement” basis;
(f) it is not purchasing the Debentures as a resident result of the province of British Columbiaany general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(g) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchased SharesDebentures;
(h) there is no government or other insurance covering the Purchased SharesDebentures;
(i) it has had access to such additional information, if any, concerning BlackBerry as it has considered necessary in connection with its investment decision to acquire the Debentures;
(j) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Debentures and the Underlying Common Shares and is able to bear the economic risks of such investment;
(k) there are risks associated with the purchase of the Purchased Shares;Debentures; and
(jl) there are restrictions on the a Purchaser’s ability to resell the Purchased Debentures and the Underlying Common Shares, and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchased Debentures or the Underlying Common Shares; and
(k) Teck has advised it that Teck is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell Purchased Shares through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to it.
Appears in 1 contract
Samples: Subscription Agreement (Fairfax Financial Holdings LTD/ Can)
Purchaser’s Acknowledgements. The Purchaser covenants Purchasers’ covenant to execute and deliver all documentation as may be required to be executed and delivered by it them pursuant to applicable securities laws in connection with the Transaction. The Purchaser acknowledges Purchasers acknowledge that:
: (a) Teck BlackBerry is required to file a report of trade with all applicable Canadian securities regulators containing personal information about the PurchaserPurchasers. This report of trade will include the full name, residential address and telephone number of the PurchaserPurchasers, the number and type of purchased securities, the Purchase Price, the date of the Closing and the prospectus and registration exemption relied upon under applicable securities laws to complete such purchase. In Ontario, this information is collected indirectly by the Ontario Securities Commission under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario. The Purchaser Purchasers may contact the Administrative Assistant to the Director of Corporate Finance Inquiries Officer at Suite 1903, Box 0000 00 Xxxxx Xxxxxx Xxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0 or by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the Ontario Securities Commission. Teck BlackBerry may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Document Analysis and Retrieval Plus (“SEDARSEDAR +”) and/or with the U.S. Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”). By completing this Agreement, the Purchaser authorizes Purchasers authorize the indirect collection of the information described in this Section 8(a9(a) by all applicable securities regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable securities regulators and (ii) the filing of this Agreement on SEDAR;
SEDAR + and/or XXXXX; (b) without limiting Section 9, the Purchased Debentures and the Underlying Common Shares are subject to resale restrictions under applicable Canadian and U.S. securities laws;
, and it is the responsibility of such Purchaser to comply with such restrictions before selling the Debentures or the Underlying Common Shares; (c) withoutlimiting Section 9, the certificates representing the Purchased Debentures and the Underlying Common Shares will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE __, 2009.” [A date to be inserted, that is four months and a day after the distribution date.] “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”)restrictive legends as set forth therein; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”;
(d) the Purchased offer and sale of the Debentures and the Underlying Common Shares have not been and will not be, except as applicable pursuant to the Registration Rights Agreement, be registered under the United States U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and the Debentures and the Underlying Common Shares may not be offered or sold in the United States or to U.S. persons unless the offer and sale are registered under such the U.S. Securities Act or an exemption from the registration requirements of such the U.S. Securities Act is available;
; (e) the Purchased Shares Debentures are being offered and sold to the Purchasers on a “private placement” basis;
; (f) it is they are not purchasing the Debentures as a resident result of the province of British Columbia;
(g) no securities commission any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar regulatory authority has reviewed or passed on the merits of the Purchased Shares;
(h) there is no government or other insurance covering the Purchased Shares;
(i) there are risks associated with the purchase of the Purchased Shares;
(j) there are restrictions on the Purchaser’s ability to resell the Purchased Shares, and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchased Shares; and
(k) Teck has advised it that Teck is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell Purchased Shares through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to it.media or
Appears in 1 contract
Purchaser’s Acknowledgements. The Purchaser covenants Purchasers’ covenant to execute and deliver all documentation as may be required to be executed and delivered by it them pursuant to applicable securities laws in connection with the Transaction. The Purchaser acknowledges Purchasers acknowledge that:
(a) Teck BlackBerry is required to file a report of trade with all applicable Canadian securities regulators containing personal information about the PurchaserPurchasers. This report of trade will include the full name, residential address and telephone number of the PurchaserPurchasers, the number and type of purchased securities, the Purchase Price, the date of the Closing and the prospectus and registration exemption relied upon under applicable securities laws to complete such purchase. In Ontario, this information is collected indirectly by the Ontario Securities Commission under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario. The Purchaser Purchasers may contact the Administrative Assistant to the Director of Corporate Finance Inquiries Officer at Suite 1903, Box 0000 20 Xxxxx Xxxxxx Xxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0 or by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the Ontario Securities Commission. Teck BlackBerry may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Document Analysis and Retrieval Plus (“SEDARSEDAR +”) and/or with the U.S. Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval system (“EXXXX”). By completing this Agreement, the Purchaser authorizes Purchasers authorize the indirect collection of the information described in this Section 8(a9(a) by all applicable securities regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable securities regulators and (ii) the filing of this Agreement on SEDARSEDAR + and/or EXXXX;
(b) without limiting Section 9, the Purchased Debentures and the Underlying Common Shares are subject to resale restrictions under applicable Canadian and U.S. securities laws, and it is the responsibility of such Purchaser to comply with such restrictions before selling the Debentures or the Underlying Common Shares;
(c) withoutlimiting Section 9, the certificates representing the Purchased Debentures and the Underlying Common Shares will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE __, 2009.” [A date to be inserted, that is four months and a day after the distribution date.] “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”restrictive legends as set forth therein;
(d) the Purchased offer and sale of the Debentures and the Underlying Common Shares have not been and will not be, except as applicable pursuant to the Registration Rights Agreement, be registered under the United States U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and the Debentures and the Underlying Common Shares may not be offered or sold in the United States or to U.S. persons unless the offer and sale are registered under such the U.S. Securities Act or an exemption from the registration requirements of such the U.S. Securities Act is available;
(e) the Purchased Shares Debentures are being offered and sold to the Purchasers on a “private placement” basis;
(f) it is they are not purchasing the Debentures as a resident result of the province of British Columbiaany general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(g) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchased SharesDebentures;
(h) there is no government or other insurance covering the Purchased Debentures;
(i) they have had access to and have had the opportunity to review Bxxxxxxxxx’s public filings on EXXXX, including, without limitation, the Blackberry Public Documents (as defined below), and such additional information, if any, concerning BlackBerry as they have considered necessary in connection with their investment decision to acquire the Debentures and the underlying Common Shares, and have had the opportunity to ask questions of Blackberry concerning any information that they consider necessary in making an informed investment decision to acquire the Debentures and the Underlying Common Shares;
(ij) they have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Debentures and the Underlying Common Shares and are able to bear the economic risks of such investment; and
(k) there are risks associated with the purchase of the Purchased Shares;
(j) there are restrictions on the Purchaser’s ability to resell the Purchased Shares, and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchased Shares; and
(k) Teck has advised it that Teck is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell Purchased Shares through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not be available to itDebentures.
Appears in 1 contract
Samples: Subscription Agreement (Fairfax Financial Holdings LTD/ Can)