Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall survive the Closing, that as at the execution date of this Agreement and the Closing Date: (a) the Subscriber is not a U.S. Purchaser; (b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement; (c) if the Subscriber is resident outside of Canada: (i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Units, (ii) the Subscriber is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions, (iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Units, (iv) the purchase of the Units by the Subscriber does not trigger: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, (v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and (vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business; (d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber; (e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (g) the Subscriber has received and carefully read this Agreement; (h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks and the possible loss of the entire Subscription Amount; (i) the Subscriber has made an independent examination and investigation of an investment in the Units and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units and the Issuer; (j) the Subscriber is not an underwriter of, or dealer in, any of the Units, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units; (k) none of the funds being used to purchase the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly as a result of illegal activities. The funds being used to purchase the Units which will be advanced, directly or indirectly, by or on behalf of the Subscriber to the Issuer or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. PurchaserPerson;
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsShares and the Subscriber will comply with all laws of the International Jurisdiction,
(ii) the Subscriber is purchasing the Units Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Units Shares under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsShares,
(iv) the purchase of the Units Shares by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the SubscriberSubscriber in accordance with its terms;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Shares and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsShares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsShares;
(k) none the Subscriber is not aware of any advertisement of any of the funds being used to purchase Shares and is not acquiring the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Shares as a result of illegal activities. The funds being used any form of 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; and
(l) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares,
(ii) that any person will refund the purchase price of any of the Units which Shares, or
(iii) as to the future price or value of any of the Shares.
6.2 In this Agreement, the term “U.S. Person” will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Icox Innovations Inc.), Private Placement Subscription Agreement (Shares)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. PurchaserPerson (as defined in Section 6.2);
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Units,
(ii) the Subscriber is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase purchase, in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(k) none the Subscriber is not aware of any advertisement of any of the funds being used to purchase Securities and is not acquiring the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Securities as a result of illegal activities. The funds being used any form of 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; and
(l) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Units which Securities, or
(iii) as to the future price or value of any of the Securities.
6.2 In this Agreement, the term “U.S. Person” will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (ALKALINE WATER Co INC), Private Placement Subscription Agreement
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit C, the Subscriber is not a U.S. PurchaserPerson (as defined in Section 6.2);
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “"International Jurisdiction”") which would apply to the offer and sale of the UnitsSecurities,
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units Securities by the Subscriber does not trigger:
: A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase purchase, in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the Units, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;
(k) none of the funds being used to purchase the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly as a result of illegal activities. The funds being used to purchase the Units which will be advanced, directly or indirectly, by or on behalf of the Subscriber to the Issuer or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)
Appears in 1 contract
Samples: Private Placement Subscription Agreement (ALKALINE WATER Co INC)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) the Subscriber is not a U.S. PurchaserPerson;
(b) the Subscriber is resident in the jurisdiction set out on page 2 1 of this Agreement;
(c) if the Subscriber is resident outside of CanadaCanada and the United States:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Units,Securities;
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and;
6.2 the Subscriber:
(via) if it is a resident has adequate net worth and means of providing for its current financial needs and possible personal contingences;
(b) has no need for liquidity in this investment;
(c) has such knowledge and experience in business matters as to be capable of evaluating the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services merits and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose risks of its businessprospective investment in the Securities;
(d) is able to bear the economic risks of an investment in the Securities for an indefinite period of time; and
(e) can afford the complete loss of the Subscription Amount;
(f) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(eg) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(fh) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(gi) the Subscriber has received and carefully read this Agreement;
(hj) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(ik) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(jl) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(km) none the Subscriber is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and the Subscriber has not subdivided its interest in any of the funds being used to purchase Securities with any other person;
(n) the Units are, to Subscriber is not aware of any advertisement of any of the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Securities and is not acquiring the Securities as a result of illegal activities. The funds being used any form of 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;
(o) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any 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 any of the Securities, provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements; and
(p) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Units which Securities, or
(iii) as to the future price or value of any of the Securities.
6.3 In this Agreement, the term “U.S. Person” will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (GroGenesis, Inc.)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit D, the Subscriber is not a U.S. PurchaserPerson;
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsSecurities,
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(k) none the Subscriber has no knowledge of a material fact or material change in respect of the funds being used to purchase affairs of the Units are, Issuer that has not been generally disclosed to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly public.
(l) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of illegal activities. The funds being used any form of 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; and
(m) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Units which Securities, or
(iii) as to the future price or value of any of the Securities.
6.2 In this Agreement, the term “U.S. Person” will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. PurchaserPerson (as defined in Section 6.2);
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of the United States and Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “"International Jurisdiction”") which would apply to the offer and sale of the Units,
(ii) the Subscriber is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase purchase, in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s 's decision to invest in the Units Securities and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(k) none the Subscriber is not aware of any advertisement of any of the funds being used to purchase Securities and is not acquiring the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Securities as a result of illegal activities. The funds being used any form of 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; and
(l) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Units which Securities, or
(iii) as to the future price or value of any of the Securities.
6.2 In this Agreement, the term "U.S. Person" will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (ALKALINE WATER Co INC)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) Unless the Subscriber has completed Exhibit A, the Subscriber is not a U.S. Purchaser;
; (b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
; (c) if the Subscriber is resident outside of Canadathe United States:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Units,Securities;
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,;
(iii) the applicable securities laws and regulations of the International Jurisdiction do not and will not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Units,Securities;
(iv) the purchase of the Units Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber: (i) has adequate net worth and means of providing for its current financial needs and possible personal contingences, (ii) has no need for liquidity in this investment, (iii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities, (iv) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and (v) can afford the complete loss of the Subscription Amount;
(e) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(ef) the entering into of this Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to, orand, if applicable, any of the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(fg) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(gh) the Subscriber has received and carefully read this Agreement;
(hi) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(ij) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(jk) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(kl) none the Subscriber is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and the Subscriber has not subdivided its interest in any of the funds being used Securities with any other person;
(m) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of 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;
(n) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any 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 any of the Securities, provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements; and
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Units areSecurities, or
(iii) as to the future price or value of any of the Securities. In this Agreement, the term “U.S. Person” will have the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person.
(p) The Subscriber should check the Office of Foreign Assets Control (“OFAC”) website at <xxxx://xxx.xxxxx.xxx/ofac> before making the following representations.
(i) The Subscriber represents that the amounts invested by it in the Issuer in the offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at< xxxx://xxx.xxxxx.xxx/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists;
(ii) To the best of the Subscriber’s knowledge, proceeds obtained none of: (1) the Subscriber; (2) any person controlling or derived directly controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or indirectly (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. You are advised that the Issuer may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Subscriber agrees to promptly notify the Issuer should the Subscriber become aware of any change in the information set forth in these representations. The Subscriber understands and acknowledges that, by law, the Issuer may be obligated to “freeze the account” of the Subscriber, either by prohibiting additional subscriptions from the Subscriber, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs;
(iii) To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber`; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure,2 or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below; and 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. 2 A “senior foreign political figure” is defined as a result senior official in the executive, legislative, administrative, military or judicial branches of illegal activitiesa foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. The funds being used In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws. 4 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to purchase maintain an unusually close relationship with the Units which will be advanced, directly or indirectly, by or senior foreign political figure and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.
(iv) If the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Subscriber receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Subscriber represents and warrants to the Issuer or that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the account of Foreign Bank maintains operating records related to its banking activities; (3) the Issuer hereunder will Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Orgenesis Inc.)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) the Subscriber is not a U.S. Purchaser;
(b) the Subscriber is resident in the jurisdiction set out on page 2 1 of this Agreement;
(cb) if the Subscriber is resident outside of CanadaCanada or the United States:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsShares,
(ii) the Subscriber is purchasing the Units Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Units Shares under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsShares,
(iv) the purchase of the Units Shares by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and;
(vic) if it is a resident the Subscriber: (i) has adequate net worth and means of providing for the Subscriber’s current financial needs and possible personal contingences, (ii) has no need for liquidity in this investment, (iii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of the United KingdomSubscriber’s prospective investment in the Shares, it (iv) is a person able to bear the economic risks of an investment in the Shares for an indefinite period of time, and (v) can afford the complete loss of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its businessSubscription Amount;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Shares and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsShares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsShares;
(k) none the Subscriber is not aware of any advertisement of any of the funds being used to purchase Shares and is not acquiring the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Shares as a result of illegal activities. The funds being used any form of 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;
(l) no person has made to purchase the Units which Subscriber any written or oral representations:
(i) that any person will be advanced, directly resell or indirectly, by or on behalf repurchase any of the Subscriber Shares,
(ii) that any person will refund the purchase price of any of the Shares, or
(iii) as to the Issuer future price or to the account value of any of the Issuer hereunder Shares;
(m) the funds representing the Subscription Amount will not represent proceeds of crime for the purposes of the Proceeds Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Issuer’s name and other information relating to this Agreement and the Subscription, on a confidential basis, pursuant to the PATRIOT Act; and
(n) no portion of Crime the Subscription Amount to be provided by the Subscriber: (Money Laundering)i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Subscriber, and (iii) the Subscriber shall promptly notify the Issuer if the Subscriber discovers that any of such representations ceases to be true and will provide the Issuer with appropriate information in connection therewith.
6.2 In this Agreement, the term “U.S. Person” will have the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Counterpath Corp)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. PurchaserPerson (as defined in Section 6.2);
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsSecurities,
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amountamount of the Subscription;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(k) none the Subscriber is not aware of any advertisement of any of the funds being used to purchase Securities and is not acquiring the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Securities as a result of illegal activities. The funds being used any form of 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; and
(l) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Units which will be advancedSecurities, directly or
(iii) as to the future price or indirectlyvalue of any of the Securities.
6.2 In this Agreement, the term “U.S. Person” has the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Western Magnesium Corp.)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. PurchaserPerson;
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsShares,
(ii) the Subscriber is purchasing the Units Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Units Shares under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsShares,
(iv) the purchase of the Units Shares by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks and (including those risks disclosed in the Public Record), including the possible loss of the entire Subscription Amountinvestment;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Shares and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsShares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsShares;
(k) none the Subscriber is not aware of any advertisement of any of the funds being used to purchase Shares and is not acquiring the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Shares as a result of illegal activities. The funds being used any form of 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; and
(l) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares,
(ii) that any person will refund the purchase price of any of the Units which Shares, or
(iii) as to the future price or value of any of the Shares.
6.2 In this Agreement, the term “U.S. Person” will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (AppCoin Innovations Inc.)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit C, the Subscriber is not a U.S. PurchaserPerson (as defined in Section 6.2);
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsSecurities,
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase purchase, in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(k) none the Subscriber has a pre-existing, substantive relationship with the Issuer (or a person acting on its behalf) that is sufficient to enable the Issuer (or a person acting on its behalf) to be aware of the funds being used to purchase the Units are, to the Subscriber’s knowledge, proceeds obtained financial circumstances or derived directly sophistication. This substantive relationship with the Issuer (or indirectly a person acting on its behalf) through which the Subscriber is subscribing for the Subscription Receipts predates the contact between the Issuer (or a person acting on its behalf) and the Subscriber regarding an investment in the Subscription Receipts;
(l) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of illegal activities. The funds being used any form of 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; and
(m) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Units which Securities, or
(iii) as to the future price or value of any of the Securities.
6.2 In this Agreement, the term “U.S. Person” will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) the Subscriber is not a U.S. PurchaserPerson;
(b) the Subscriber is resident in the jurisdiction set out on page 2 ii of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “"International Jurisdiction”") which would apply to the offer and sale of the UnitsCommon Shares,
(ii) the Subscriber is purchasing acquiring the Units Common Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase acquire the Units Common Shares under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsCommon Shares,
(iv) the purchase acquisition of the Units Common Shares by the Subscriber does not trigger:
A. (A) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase purchase, in the International Jurisdiction, or B. or
(B) any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above ), above, to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the SubscriberSubscriber in accordance with its terms;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber acknowledges receipt of a copy of the unanimous shareholder agreement of the Issuer and acknowledges that it is a condition of becoming a shareholder of the Issuer that the Subscriber must become a party to such unanimous shareholder agreement;
(i) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks and risks, including the possible loss of the entire Subscription Amountinvestment;
(ij) the Subscriber is not aware of any advertisement of any of the Common Shares and is not acquiring the Common Shares as a result of any form of 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;
(k) the Subscriber has made an independent examination and investigation of an investment in the Units Common Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Common Shares and the Issuer;
(jl) no person has made to the Subscriber is not an underwriter of, any written or dealer in, oral representations:
(i) that any person will resell or repurchase any of the UnitsCommon Shares,
(ii) that any person will refund the purchase price of any of the Common Shares, nor or
(iii) as to the future price or value of any of the Common Shares; and
(m) other than as provided in the term sheet attached as Exhibit “B” to this Agreement, there is no person acting or purporting to act in connection with the Offering who is entitled to any brokerage or finder's fee payable by the Issuer. If any person establishes a claim that any fee or other compensation is payable by the Issuer in connection with this subscription for the Common Shares, the Subscriber participating, pursuant or any beneficial purchaser for whom the undersigned is acting covenants to a contractual agreement or otherwise, indemnify and hold harmless the Issuer with respect thereto and with respect to all costs reasonably incurred in the distribution defence thereof.
6.2 In this Agreement, the term "U.S. Person" has the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes: (i) any person in the United States; (ii) any natural person resident in the United States; (iii) any partnership or corporation organized or incorporated under the laws of the Units;
United States; (kiv) none any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the funds being used to purchase the Units are1933 Act, to the Subscriber’s knowledgeunless it is organized or incorporated, proceeds obtained or derived directly or indirectly as a result of illegal activities. The funds being used to purchase the Units which will be advanced, directly or indirectlyand owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (v) any estate or trust of the Subscriber to the Issuer which any executor, administrator or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (McEwen Mining Inc.)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. PurchaserPerson;
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsSecurities,
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(k) none the Subscriber is not aware of any advertisement of any of the funds being used to purchase Securities and is not acquiring the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Securities as a result of illegal activities. The funds being used any form of 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; and
(l) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Units which Securities, or
(iii) as to the future price or value of any of the Securities.
6.2 In this Agreement, the term “U.S. Person” will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (ALKALINE WATER Co INC)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit C, the Subscriber is not a U.S. PurchaserPerson;
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsSecurities,
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the SubscriberSubscriber in accordance with its terms;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(k) none the Subscriber is not aware of any advertisement of any of the funds being used to purchase Securities and is not acquiring the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Securities as a result of illegal activities. The funds being used any form of 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; and
(l) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Units which Securities, or
(iii) as to the future price or value of any of the Securities.
6.2 In this Agreement, the term “U.S. Person” will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Icox Innovations Inc.)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. PurchaserPerson (as defined in Section 6.2);
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Units,
(ii) the Subscriber is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase purchase, in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the Units, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;
(k) none of the funds being used to purchase the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly as a result of illegal activities. The funds being used to purchase the Units which will be advanced, directly or indirectly, by or on behalf of the Subscriber to the Issuer or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)
Appears in 1 contract
Samples: Unit Subscription Agreement (Western Magnesium Corp.)
Representations and Warranties of the Subscriber. 6.1 9.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. PurchaserPerson;
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsSecurities,
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsShares,
(iv) the purchase of the Units Shares by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase purchase, in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriberhereto;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsShares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsShares;
(k) none the Subscriber is not aware of any advertisement of any of the funds being used to purchase Shares and is not acquiring the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Shares as a result of illegal activities. The funds being used any form of 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; and
(l) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares,
(ii) that any person will refund the purchase price of any of the Units which will be advancedShares, directly or
(iii) as to the future price or indirectlyvalue of any of the Shares.
9.2 In this Agreement, the term “U.S. Person” has the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Bynd Cannasoft Enterprises Inc.)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. PurchaserPerson;
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsShares and the Subscriber will comply with all laws of the International Jurisdiction,
(ii) the Subscriber is purchasing the Units Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Units Shares under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsShares,
(iv) the purchase of the Units Shares by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is is: (i) a corporate entitycorporation, it the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to sign and deliver this Subscription Agreement, to subscribe for the Shares and to carry out and perform its obligations under its terms and has obtained all necessary approvals by in this respect; (ii) a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to sign and deliver this Subscription Agreement and to observe and perform its directorscovenants and obligations and has obtained all necessary approvals in this respect; or (iii) an individual, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf the Subscriber is of the Subscriberfull age of majority and is legally competent to sign this Subscription Agreement and to observe and perform his or her obligations under it, and in the cases of (i) and (ii) is not a person created or used solely to purchase or hold the Shares in reliance on an exemption from the prospectus requirements under applicable securities laws;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the SubscriberSubscriber in accordance with its terms;
(g) in the case of a subscription for the Shares by the Subscriber acting as trustee, agent or attorney for a Disclosed Beneficial Purchaser, the Subscriber is duly authorized to sign and deliver this Subscription Agreement and all other necessary documentation in connection with the subscription on behalf of each Disclosed Beneficial Purchaser, each of whom is subscribing as principal for its own account, not for the benefit of any other person and for investment only and not with a view to the resale or distribution of all or any of the Shares, and this Subscription Agreement has been duly authorized, signed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement of, such Disclosed Beneficial Purchaser, and is enforceable against such Disclosed Beneficial Purchaser in accordance with its terms;
(h) the Subscriber has received and carefully read this Agreement;
(hi) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(ij) the Subscriber has made an independent examination and investigation of an investment in the Units Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Shares and the Issuer;
(jk) the Subscriber is not an underwriter of, or dealer in, any of the UnitsShares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsShares;
(kl) none the Subscriber is not aware of any advertisement of any of the funds being used to purchase Shares and is not acquiring the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Shares as a result of illegal activities. The funds being used any form of 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; and
(m) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares,
(ii) that any person will refund the purchase price of any of the Units which Shares, or
(iii) as to the future price or value of any of the Shares.
6.2 In this Agreement, the term “U.S. Person” will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Icox Innovations Inc.)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. PurchaserPerson;
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsShares,
(ii) the Subscriber is purchasing the Units Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Units Shares under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsShares,
(iv) the purchase of the Units Shares by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Shares and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsShares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsShares;
(k) none the Subscriber is not aware of any advertisement of any of the funds being used to purchase Shares and is not acquiring the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Shares as a result of illegal activities. The funds being used any form of 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; and
(l) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares,
(ii) that any person will refund the purchase price of any of the Units which Shares, or
(iii) as to the future price or value of any of the Shares.
6.2 In this Agreement, the term “U.S. Person” will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Ryu Apparel Inc.)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. Purchaser;Person;
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsSecurities,
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units Securities by the Subscriber does not trigger:trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;reasonably;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;Securities;
(k) none the Subscriber is not aware of any advertisement of any of the funds being used to purchase Securities and is not acquiring the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Securities as a result of illegal activities. The funds being used any form of 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; and
(l) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Units which Securities, or
(iii) as to the future price or value of any of the Securities.
6.2 In this Agreement, the term “U.S. Person” will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit C, the Subscriber is not a U.S. PurchaserPerson (as defined in Section 6.2);
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “"International Jurisdiction”") which would apply to the offer and sale of the UnitsSecurities,
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase purchase, in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s 's decision to invest in the Units Securities and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(k) none the Subscriber has a pre-existing, substantive relationship with the Issuer (or a person acting on its behalf) that is sufficient to enable the Issuer (or a person acting on its behalf) to be aware of the funds being used to purchase Subscriber's financial circumstances or sophistication. This substantive relationship with the Units are, to Issuer (or a person acting on its behalf) through which the Subscriber’s knowledge, proceeds obtained Subscriber is subscribing for the Subscription Receipts predates the contact between the Issuer (or derived directly or indirectly a person acting on its behalf) and the Subscriber regarding an investment in the Subscription Receipts;
(l) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of illegal activities. The funds being used any form of 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; and
(m) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Units which Securities, or
(iii) as to the future price or value of any of the Securities.
6.2 In this Agreement, the term "U.S. Person" will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (ALKALINE WATER Co INC)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) the Subscriber is not a U.S. Purchaser;
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(b) unless the Subscriber has completed Exhibit B, the Subscriber is resident outside of Canada:
(c) unless the Subscriber has completed Exhibit C, the Subscriber is not a U.S. Person;
(d) if the Subscriber is resident outside of CanadaCanada or the United States:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsSecurities,
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and;
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) the Subscriber: (i) has adequate net worth and means of providing for its current financial needs and possible personal contingences, (ii) has no need for liquidity in this investment, (iii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities, (iv) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and (v) can afford the complete loss of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its businessSubscription Amount;
(df) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(eg) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(fh) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(gi) the Subscriber has received and carefully read this Agreement;
(hj) the Subscriber is aware that an investment in the Issuer is highly speculative and involves certain risks and the possible loss of Subscriber could lose the entire Subscription Amount;
(ik) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(jl) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(km) none the Subscriber is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and the Subscriber has not subdivided its interest in any of the funds being used to purchase Securities with any other person;
(n) the Units are, to Subscriber is not aware of any advertisement of any of the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Securities and is not acquiring the Securities as a result of illegal activities. The funds being used to purchase any form of 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;
(o) the Units which Subscriber has not acquired the Securities as a result of, and will be advancednot itself engage in, directly or indirectly, by or on behalf any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any 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 any of the Securities, provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the Issuer 1933 Act and any applicable securities laws or under an exemption from such registration requirements; and
(p) no person has made to the account Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Issuer hereunder Securities,
(ii) that any person will not represent proceeds refund the purchase price of crime for the purposes any of the Proceeds Securities, or
(iii) as to the future price or value of Crime (Money Laundering)any of the Securities.
6.2 In this Agreement, the term “
Appears in 1 contract
Samples: Private Placement Subscription Agreement (REVENUE.COM Corp)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) the Subscriber is not a U.S. PurchaserPerson;
(b) the Subscriber is resident in the jurisdiction set out on page 2 ii of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the UnitsCommon Shares,
(ii) the Subscriber is purchasing acquiring the Units Common Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase acquire the Units Common Shares under the applicable securities laws Applicable Laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws Applicable Laws of the authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsCommon Shares,
(iv) the purchase acquisition of the Units Common Shares by the Subscriber does not trigger:
A. (A) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase purchase, in the International Jurisdiction, or B. or
(B) any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above ), above, to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the SubscriberSubscriber in accordance with its terms;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber acknowledges receipt of a copy of the unanimous shareholder agreement of the Issuer and acknowledges that it is a condition of becoming a shareholder of the Issuer that the Subscriber must become a party to such unanimous shareholder agreement;
(i) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks and risks, including the possible loss of the entire Subscription Amountinvestment;
(ij) the Subscriber is not aware of any advertisement of any of the Common Shares and is not acquiring the Common Shares as a result of any form of 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;
(k) the Subscriber has made an independent examination and investigation of an investment in the Units Common Shares and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Common Shares and the Issuer;
(jl) no person has made to the Subscriber is not an underwriter of, any written or dealer in, oral representations:
(i) that any person will resell or repurchase any of the Units, nor is Common Shares,
(ii) that any person will refund the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution purchase price of any of the Units;Common Shares, or
(kiii) none as to the future price or value of any of the funds being used Common Shares; and
(m) there is no person acting or purporting to purchase act in connection with the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly as a result of illegal activities. The funds being used to purchase the Units which will be advanced, directly or indirectly, by Offering for or on behalf of the Subscriber who is entitled to any brokerage or finder’s fee payable by the Issuer. If any such person establishes a claim that any fee or other compensation is payable by the Issuer in connection with this subscription for the Common Shares, the Subscriber or any beneficial purchaser for whom the undersigned is acting covenants to indemnify and hold harmless the account Issuer with respect thereto and with respect to all costs reasonably incurred in the defence thereof.
6.2 In this Agreement, the term “U.S. Person” has the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes: (i) any person in the United States; (ii) any natural person resident in the United States; (iii) any partnership or corporation organized or incorporated under the laws of the Issuer hereunder will not represent proceeds of crime United States; (iv) any partnership or corporation organized outside the United States by a U.S. Person principally for the purposes purpose of investing in securities not registered under the Proceeds 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (v) any estate or trust of Crime (Money Laundering)which any executor, administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (McEwen Mining Inc.)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) Unless the Subscriber has completed Exhibit A, the Subscriber is not a U.S. Purchaser;
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canadathe United States:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Units,Securities;
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,;
(iii) the applicable securities laws and regulations of the International Jurisdiction do not and will not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Units,Securities;
(iv) the purchase of the Units Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber: (i) has adequate net worth and means of providing for its current financial needs and possible personal contingences, (ii) has no need for liquidity in this investment, (iii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities, (iv) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and (v) can afford the complete loss of the Subscription Amount;
(e) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(ef) the entering into of this Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to, orand, if applicable, any of the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(fg) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(gh) the Subscriber has received and carefully read this Agreement;
(hi) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(ij) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(jk) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(kl) none the Subscriber is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and the Subscriber has not subdivided its interest in any of the funds being used Securities with any other person;
(m) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of 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;
(n) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any 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 any of the Securities, provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements; and
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Units areSecurities, or
(iii) as to the future price or value of any of the Securities. In this Agreement, the term “U.S. Person” will have the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person.
(p) The Subscriber should check the Office of Foreign Assets Control (“OFAC”) website at <hxxx://xxx.xxxxx.xxx/xxxx> before making the following representations.
(i) The Subscriber represents that the amounts invested by it in the Issuer in the offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <hxxx://xxx.xxxxx.xxx/xxxx>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists;
(ii) To the best of the Subscriber’s knowledge, proceeds obtained none of: (1) the Subscriber; (2) any person controlling or derived directly controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or indirectly (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a result of illegal activitiescountry, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. You are advised that the Issuer may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The funds being used Subscriber agrees to purchase promptly notify the Units which will be advanced, directly or indirectlyIssuer should the Subscriber become aware of any change in the information set forth in these representations. The Subscriber understands and acknowledges that, by law, the Issuer may be obligated to “freeze the account” of the Subscriber, either by prohibiting additional subscriptions from the Subscriber, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs;
(iii) To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below; and
(iv) If the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Subscriber receives deposits from, makes payments on behalf of of, or handles other financial transactions related to a Foreign Bank, the Subscriber represents and warrants to the Issuer or that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the account of Foreign Bank maintains operating records related to its banking activities; (3) the Issuer hereunder will Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Taronis Fuels, Inc.)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) Unless the Subscriber has completed Exhibit A, the Subscriber is not a U.S. Purchaser;
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canadathe United States:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Units,Securities;
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,;
(iii) the applicable securities laws and regulations of the International Jurisdiction do not and will not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Units,Securities;
(iv) the purchase of the Units Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber: (i) has adequate net worth and means of providing for its current financial needs and possible personal contingences, (ii) has no need for liquidity in this investment, (iii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities, (iv) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and (v) can afford the complete loss of the Subscription Amount;
(e) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(ef) the entering into of this Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to, orand, if applicable, any of the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(fg) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(gh) the Subscriber has received and carefully read this Agreement;
(hi) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(ij) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(jk) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(kl) none the Subscriber is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and the Subscriber has not subdivided its interest in any of the funds being used Securities with any other person;
(m) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of 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;
(n) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any 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 any of the Securities, provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements; and
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Units areSecurities, or
(iii) as to the future price or value of any of the Securities. In this Agreement, the term “U.S. Person” will have the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person.
(p) The Subscriber should check the Office of Foreign Assets Control (“OFAC”) website at <hxxx://xxx.xxxxx.xxx/xxxx> before making the following representations.
(i) The Subscriber represents that the amounts invested by it in the Issuer in the offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <hxxx://xxx.xxxxx.xxx/xxxx>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists;
(ii) To the best of the Subscriber’s knowledge, proceeds obtained none of: (1) the Subscriber; (2) any person controlling or derived directly controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or indirectly (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a result of illegal activitiescountry, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. You are advised that the Issuer may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The funds being used Subscriber agrees to purchase promptly notify the Units which will be advanced, directly or indirectlyIssuer should the Subscriber become aware of any change in the information set forth in these representations. The Subscriber understands and acknowledges that, by law, the Issuer may be obligated to “freeze the account” of the Subscriber, either by prohibiting additional subscriptions from the Subscriber, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs; 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.
(iii) To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below; and
(iv) If the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Subscriber receives deposits from, makes payments on behalf of of, or handles other financial transactions related to a Foreign Bank, the Subscriber represents and warrants to the Issuer or that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the account of Foreign Bank maintains operating records related to its banking activities; (3) the Issuer hereunder will Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Taronis Fuels, Inc.)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants to and covenants with the Trust (on its own behalf andwhich representations, warranties and covenants will be true and correct as at the time of delivery of Units with the same force and effect as if applicable, on behalf of those for whom they had been made by the Subscriber is contracting hereunder) to the Issuer (at such time, and acknowledges that the Issuer is relying thereon), which representations and warranties shall survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) the Subscriber is not a U.S. PurchaserPerson;
(b) the Subscriber is acquiring the Units as a principal (and not as an agent) for investment purposes only, with no intention or view to reselling or distributing any portion or beneficial interest in the Units, and the Subscriber will be the beneficial owner of any Units to be issued to the Subscriber if, as and when this Subscription is accepted by the Trust in whole or in part;
(c) the Subscriber is resident in the jurisdiction identified in the address of the Subscriber set out forth on the cover page 2 of this Subscription Agreement, which address is the residence or place of business of the Subscriber and was not created or used solely for the purpose of acquiring the Units;
(cd) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Units,
(ii) the Subscriber is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer Trust to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Units,
(iv) the purchase of the Units by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. any continuous disclosure reporting obligation of the Issuer Trust in the International Jurisdiction,
(v) the Subscriber will, if requested by the IssuerTrust, deliver to the Issuer Trust a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the IssuerTrust, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(de) the Subscriber 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 Subscriber is a corporate entitycorporation, 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 and performance of this Subscription Agreement on behalf of the Subscriber, or, if the Subscriber is a partnership, syndicate or other form of unincorporated organization, the Subscriber has all necessary approvals of relevant parties to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(ef) 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, if applicable, the constating documents of, the Subscriber Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(fg) the Subscriber has duly completed, executed and delivered to the Trust, as applicable, all securities forms, schedules, appendices, certificates, acknowledgements and other documents requested by the Trust in order to enable the Trust to determine the availability of an Exemption pursuant to section 3.2 hereof;
(h) the Subscriber has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of the investment in the Units and is able to bear the economic risk of loss of such investment;
(i) the Subscriber has read the Offering Memorandum and has had the opportunity to ask questions of, and receive answers from, the Trust, or a person authorized to act on behalf of either the Trust, concerning the business and affairs of the Trust and the attributes of the Units which the Subscriber deems necessary and appropriate;
(j) in investing in the Units, the Subscriber is relying solely on the representations and warranties contained in the Offering Memorandum;
(k) the Subscriber has sought no advice in relation to the investment in the Units from the Trust, the Manager, or any of its affiliates, associates, agents, employees or representatives and neither the Trust nor any of its affiliates, associates, agents, employees or representatives has provided any advice to the Subscriber in relation to such purchase, and the Subscriber has been advised to consult with its own advisers with respect to an investment in the Units;
(l) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the Units, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;
(km) none of the funds being used to purchase the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly as a result of illegal activities. The funds being used to purchase the Units which will be advanced, directly or indirectly, by or on behalf of the Subscriber to the Issuer Trust or to the account of the Issuer Trust hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) (or any other legislation of a similar nature of an International Jurisdiction) and the Subscriber acknowledges that the Trust may in the future be required by law to disclose the Subscriber’s (including each disclosed principal’s) name and other information relating to this Subscription Agreement and the Subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of the Subscriber’s knowledge, none of the funds to be provided by the Subscriber (or, for certainty the disclosed principal, if any), are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and the Subscriber shall promptly notify the Trust if the Subscriber discovers that any of such representations cease to be true, and shall promptly provide the Trust with all necessary information in connection therewith;
(n) the Subscriber acknowledges that the representations and warranties contained in this Subscription Agreement, including, as applicable, any acknowledgements or certificates attached as Schedules and Appendices hereto, are made by the Subscriber with the intention that they may be relied upon by the Trust and its legal counsel in determining the Subscriber’s eligibility to acquire the Units under relevant Legislation. The Subscriber further agrees that by accepting delivery of the Units, the Subscriber will be representing and warranting that the foregoing representations and warranties are true and correct as at the time of delivery of such Units with the same force and effect as if they had been made by the Subscriber at such time, and that they shall survive the completion of the transactions contemplated under this Subscription and remain in full force and effect thereafter for the benefit of the Trust for a period of one year.
Appears in 1 contract
Samples: Subscription Agreement
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date:
(a) that: the Subscriber is not a U.S. Purchaser;
(b) Person; the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) ; if the Subscriber is resident outside of Canada:
(i) : the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Units,
(ii) Securities; the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) ; the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Units,
(iv) Securities; the purchase of the Units Securities by the Subscriber does not trigger:
A. : any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, ; or B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,
(v) ; and the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) ; the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entitynot an individual, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation or formation and all necessary approvals by its directors, shareholders shareholders, trustees, partners and others others, as applicable, have been obtained to authorize the execution and performance of this Agreement on behalf of the Subscriber;
(e) ; the entering into of this Agreement and the completion of the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) ; the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) ; the Subscriber has received and carefully read this Agreement;
(h) ; the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record, and the possible loss of the entire Subscription Amount;
(i) ; the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(j) ; the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;
(k) none Securities; the Subscriber is not aware of any advertisement of any of the funds being used to purchase Securities and is not acquiring the Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Securities as a result of illegal activities. The funds being used any form of 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; and no person has made to purchase the Units which Subscriber any written or oral representations: (i) that any person will be advanced, directly resell or indirectly, by or on behalf repurchase any of the Subscriber Securities, (ii) that any person will refund the purchase price of any of the Securities, or (iii) as to the Issuer future price or to the account value of any of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)Securities.
Appears in 1 contract
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) Unless the Subscriber has completed Exhibit A, the Subscriber is not a U.S. Purchaser;
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canadathe United States:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the offer and sale of the Units,Securities;
(ii) the Subscriber is purchasing the Units Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,;
(iii) the applicable securities laws and regulations of the International Jurisdiction do not and will not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Units,Securities.
(iv) the purchase of the Units Securities by the Subscriber does not trigger:
A. (1) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or B. or
(2) any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber: (i) has adequate net worth and means of providing for its current financial needs and possible personal contingences, (ii) has no need for liquidity in this investment, (iii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities, (iv) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and (v) can afford the complete loss of the Subscription Amount;
(e) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(ef) the entering into of this Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to, orand, if applicable, any of the constating constituting documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(fg) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(gh) the Subscriber has received and carefully read this Agreement;
(hi) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(ij) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Units Securities and the Issuer;
(jk) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(kl) none the Subscriber is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and the Subscriber has not subdivided its interest in any of the funds being used to purchase Securities with any other person;
(m) the Units are, to Subscriber is not aware of any advertisement of any of the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly Securities and is not acquiring the Securities as a result of illegal activitiesany form of 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;
(n) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any 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 any of the Securities, provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements; and
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities, or
(iii) as to the future price or value of any of the Securities. The funds being used to purchase In this Agreement, the Units which term “U.S. Person” will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Convertible Note) (NaturalShrimp Inc)
Representations and Warranties of the Subscriber. 6.1 The Subscriber hereby represents and warrants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) to the Issuer (and acknowledges that the Issuer is relying thereon), which representations and warranties shall will survive the Closing, that as at the execution date of this Agreement and the Closing Date) that:
(a) unless the Subscriber has completed Exhibit B, the Subscriber is not a U.S. PurchaserPerson (as defined in Section 6.2);
(b) the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;
(c) if the Subscriber is resident outside of Canada:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “"International Jurisdiction”") which would apply to the offer and sale of the Units,
(ii) the Subscriber is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the UnitsSecurities,
(iv) the purchase of the Units by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase purchase, in the International Jurisdiction, or or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,, and
(v) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably, and
(vi) if it is a resident of the United Kingdom, it is a person of the kind described in Article 19 or 49(2)(a) to (e) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 and is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business;
(d) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, 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 and performance of this Agreement on behalf of the Subscriber;
(e) the entering into of this 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, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has received and carefully read this Agreement;
(h) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;
(i) the Subscriber has made an independent examination and investigation of an investment in the Units Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s 's decision to invest in the Units Securities and the Issuer;
(j) the Subscriber is not an underwriter of, or dealer in, any of the UnitsSecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the UnitsSecurities;
(k) none the Subscriber has a pre-existing, substantive relationship with the Issuer (or a person acting on its behalf) that is sufficient to enable the Issuer (or a person acting on its behalf) to be aware of the funds being used to purchase Subscriber's financial circumstances or sophistication. This substantive relationship with the Issuer (or a person acting on its behalf) through which the Subscriber is subscribing the Units are, to predates the Subscriber’s knowledge, proceeds obtained contact between the Issuer (or derived directly or indirectly a person acting on its behalf) and the Subscriber regarding an investment in the Units;
(l) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of illegal activitiesany form of 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; and
(m) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities, or (iii) as to the future price or value of any of the Securities. The funds being used to purchase 6.2 In this Agreement, the Units which term "U.S. Person" will be advancedhave the meaning ascribed thereto in Regulation S, directly and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or indirectlycorporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or on behalf trusts; or (e) any estate or trust of the Subscriber to the Issuer which any executor or to the account of the Issuer hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)administrator or trustee is a U.S. Person.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (ALKALINE WATER Co INC)
