Purchaser’s Acknowledgements. The Purchasers’ covenant to execute and deliver all documentation as may be required to be executed and delivered by them pursuant to applicable securities laws in connection with the Transaction. The Purchasers acknowledge that: (a) BlackBerry is required to file a report of trade with all applicable Canadian securities regulators containing personal information about the Purchasers. This report of trade will include the full name, residential address and telephone number of the Purchasers, 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 Purchasers may contact the Inquiries Officer at 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. BlackBerry may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR +”) 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 Purchasers authorize the indirect collection of the information described in this Section 9(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 + and/or XXXXX; (b) the 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) the certificates representing the Debentures and the Underlying Common Shares will bear restrictive legends as set forth therein; (d) the offer and sale of the Debentures and the Underlying Common Shares have not been and will not be registered under the 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 the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available; (e) the Debentures are being offered and sold to the Purchasers on a “private placement” basis; (f) they are not purchasing the Debentures as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or
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Purchaser’s Acknowledgements. The Purchasers’ covenant Each Purchaser covenants to execute and deliver all documentation as may be required to be executed and delivered by them it pursuant to applicable securities laws in connection with the Transaction. The Purchasers acknowledge Each Purchaser acknowledges that: :
(a) BlackBerry is required to file a report of trade with all applicable Canadian securities regulators containing personal information about the Purchaserseach Purchaser. This report of trade will include the full name, residential address and telephone number of the Purchaserseach 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 Purchasers Purchaser may contact the Inquiries Officer Administrative Assistant to the Director of Corporate Finance at 00 Suite 1903, Box 0000 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. BlackBerry may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR +”) and/or with the U.S. Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval system (“XXXXXSEDAR”). By completing this Agreement, the Purchasers authorize Purchaser authorizes the indirect collection of the information described in this Section 9(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 + and/or XXXXX; SEDAR;
(b) the 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) the certificates representing the 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 restrictive legends as set forth therein; in the Indenture;
(d) the offer and sale of the Debentures and the Underlying Common Shares have not been and will not be registered under the 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 the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available; ;
(e) the Debentures are being offered and sold to the Purchasers Purchaser on a “private placement” basis; ;
(f) they are it is not purchasing the Debentures as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media oror 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 Debentures;
(h) there is no government or other insurance covering the 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 Debentures; and
(l) there are restrictions on a Purchaser’s ability to resell the 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 Debentures or the Underlying Common Shares.
Appears in 1 contract
Samples: Subscription Agreement (Fairfax Financial Holdings LTD/ Can)
Purchaser’s Acknowledgements. The Purchasers’ covenant Purchaser covenants to execute and deliver all documentation as may be required to be executed and delivered by them it pursuant to applicable securities laws in connection with the Transaction. The Purchasers acknowledge Purchaser acknowledges that: :
(a) BlackBerry Teck is required to file a report of trade with all applicable Canadian securities regulators containing personal information about the PurchasersPurchaser. This report of trade will include the full name, residential address and telephone number of the PurchasersPurchaser, 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 Purchasers Purchaser may contact the Inquiries Officer Administrative Assistant to the Director of Corporate Finance at 00 Suite 1903, Box 0000 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. BlackBerry Teck may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR +”) and/or with the U.S. Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval system (“XXXXXSEDAR”). By completing this Agreement, the Purchasers authorize Purchaser authorizes the indirect collection of the information described in this Section 9(a8(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 + and/or XXXXX; SEDAR;
(b) without limiting Section 9, the Debentures and the Underlying Common Purchased 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 Debentures and the Underlying Common Purchased Shares will bear restrictive legends as set forth thereinthe 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 offer and sale of the Debentures and the Underlying Common Purchased Shares have not been and will not be be, except as applicable pursuant to the Registration Rights Agreement, registered under the U.S. United States 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 the U.S. Securities such Act or an exemption from the registration requirements of the U.S. Securities such Act is available; ;
(e) the Debentures Purchased Shares are being offered and sold to the Purchasers on a “private placement” basis; ;
(f) they 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 not purchasing risks associated with the Debentures 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 result consequence of any general solicitation or general advertisingacquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including advertisementsstatutory rights of rescission or damages, articles, notices or other communications published in any newspaper, magazine or similar media orwill not be available to it.
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Purchaser’s Acknowledgements. The Purchasers’ covenant to execute and deliver all documentation as may be required to be executed and delivered by them pursuant to applicable securities laws in connection with the Transaction. The Purchasers acknowledge that: :
(a) BlackBerry is required to file a report of trade with all applicable Canadian securities regulators containing personal information about the Purchasers. This report of trade will include the full name, residential address and telephone number of the Purchasers, 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 Purchasers may contact the Inquiries Officer at 00 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. BlackBerry may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR +”) and/or with the U.S. Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval system (“XXXXXEXXXX”). By completing this Agreement, the Purchasers authorize the indirect collection of the information described in this Section 9(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 + and/or XXXXX; EXXXX;
(b) the 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) the certificates representing the Debentures and the Underlying Common Shares will bear restrictive legends as set forth therein; ;
(d) the offer and sale of the Debentures and the Underlying Common Shares have not been and will not be registered under the 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 the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available; ;
(e) the Debentures are being offered and sold to the Purchasers on a “private placement” basis; ;
(f) they are not purchasing the Debentures as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media oror 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 Debentures;
(h) there is no government or other insurance covering the 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;
(j) 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 Debentures.
Appears in 1 contract
Samples: Subscription Agreement (Fairfax Financial Holdings LTD/ Can)
Purchaser’s Acknowledgements. The Purchasers’ covenant Each Purchaser covenants to execute and deliver all documentation as may be required to be executed and delivered by them it pursuant to applicable securities laws in connection with the Transaction. The Purchasers acknowledge Each Purchaser acknowledges that: :
(a) BlackBerry is required to file a report of trade with all applicable Canadian securities regulators containing personal information about the Purchaserseach Purchaser. This report of trade will include the full name, residential address and telephone number of the Purchaserseach 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 Purchasers Purchaser may contact the Inquiries Officer at 00 Xxxxx Xxxxxx XxxxWest, 00xx Xxxxx22nd Floor, XxxxxxxToronto, XxxxxxxOntario, X0X 0X0 M5H 3S8 or by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the Ontario Securities Commission. BlackBerry may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR +”) and/or with the U.S. Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval system (“XXXXXSEDAR”). By completing this Agreement, the Purchasers authorize Purchaser authorizes the indirect collection of the information described in this Section 9(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 + and/or XXXXX; SEDAR;
(b) the 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) the certificates representing the 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 restrictive legends as set forth therein; in the Indenture;
(d) the offer and sale of the Debentures and the Underlying Common Shares have not been and will not be registered under the 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 the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available; ;
(e) the Debentures are being offered and sold to the Purchasers Purchaser on a “private placement” basis; ;
(f) they are it is not purchasing the Debentures as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media oror 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 Debentures;
(h) there is no government or other insurance covering the 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 Debentures; and
(l) there are restrictions on a Purchaser’s ability to resell the 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 Debentures or the Underlying Common Shares.
Appears in 1 contract
Samples: Subscription Agreement (Fairfax Financial Holdings LTD/ Can)
Purchaser’s Acknowledgements. The Purchasers’ covenant Each Purchaser covenants to execute and deliver all documentation as may be required to be executed and delivered by them it pursuant to applicable securities laws in connection with the Transaction. The Purchasers acknowledge Each Purchaser acknowledges that: (a) BlackBerry is required to file a report of trade with all applicable Canadian securities regulators containing personal information about the Purchaserseach Purchaser. This report of trade will include the full name, residential address and telephone number of the Purchaserseach 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 Purchasers Purchaser may contact the Inquiries Officer at 00 Xxxxx Xxxxxx XxxxWest, 00xx Xxxxx22nd Floor, XxxxxxxToronto, XxxxxxxOntario, X0X 0X0 M5H 3S8 or by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the Ontario Securities Commission. BlackBerry may also be required pursuant to applicable securities laws to file this Agreement on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR +”) and/or with the U.S. Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval system (“XXXXXSEDAR”). By 36990-2073 30148883.13 - 39 - completing this Agreement, the Purchasers authorize Purchaser authorizes the indirect collection of the information described in this Section 9(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 + and/or XXXXXSEDAR; (b) the 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) the certificates representing the 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 restrictive legends as set forth thereinin the Indenture; (d) the offer and sale of the Debentures and the Underlying Common Shares have not been and will not be registered under the 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 the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available; (e) the Debentures are being offered and sold to the Purchasers Purchaser on a “private placement” basis; (f) they are it is not purchasing the Debentures as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media oror 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 Debentures; (h) there is no government or other insurance covering the 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 Debentures; and (l) there are restrictions on a Purchaser’s ability to resell the 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 Debentures or the Underlying Common Shares. 36990-2073 30148883.13
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