Representations by Purchasers. Each Purchaser represents and warrants to the Company that:
(a) It has full power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to perform its obligations hereunder and thereunder.
(b) It has taken all action necessary for the authorization, execution, delivery, and performance of this Agreement and the other Basic Documents to which it is a party, and its obligations hereunder and thereunder, and, upon execution and delivery by the Company, this Agreement and other Basic Documents to which it is a party shall constitute the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the issuance and sale of Preferred Shares pursuant to this Agreement based on any arrangement made by or on behalf of the Purchaser and the Purchaser agrees to indemnify and hold the Company harmless against any costs or damages incurred as a result of any such claim.
Representations by Purchasers. Each Purchaser represents and warrants to the Company that:
(a) The Purchaser is an "Accredited Investor" within the meaning of Rule 501 under the Securities Act.
(b) The Preferred Shares are being acquired for the Purchaser's own account for the purpose of investment and not with a present view to or for sale in connection with any distribution thereof; provided, that the disposition of the Purchaser's property shall at all times be and remain within its control.
(c) The Purchaser understands that (i) none of the Preferred Shares or the Warrants have been registered under the Securities Act, (ii) the Preferred Shares and the Warrants must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or an exemption from registration is available under applicable securities laws then in effect, and (iii) the Preferred Shares and the Warrants will bear a legend to such effect and the Company will make a notation on its transfer books to such effect.
(d) The Purchaser understands that no public market now exists for the Preferred Shares or the Warrants.
Representations by Purchasers. (a) Each Purchaser severally represents and warrants to the Company that it is an “accredited investor” within the meaning of Regulation D under the Securities Act.
(b) Each Purchaser severally acknowledges that the Offered Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Each Purchaser severally represents and agrees that it has offered and sold the Offered Securities, and will offer and sell the Offered Securities (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A. Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Offered Securities, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Offered Securities, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Offered Securities from it during the restricted period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.” Terms used in this subsection (b) have the meanings given to them by Regulation S.
(c) Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities except for any s...
Representations by Purchasers. The Purchaser represents and warrants to DTPI, on and as of the date of this Agreement, as follows:
Representations by Purchasers. 24 ----------------------------- 6.02 Sale of Preferred Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 ------------------------
Representations by Purchasers. 25 ----------------------------- 7.02 Restrictions on Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 ------------------------ (a) Restrictive Legend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 ------------------ (b) Termination of Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 ---------------------------
Representations by Purchasers. The Purchaser on its own behalf, and, if applicable, on behalf of each beneficial purchaser for whom the Purchaser is contracting hereunder, represents and warrants to the Issuer that, as at the Agreement Date and as at the Closing Date:
(a) if the Purchaser is a resident of Canada, the Purchaser complies with one of the following:
(i) the Purchaser is purchasing as principal or is deemed to be purchasing as principal in accordance with Applicable Legislation and either:
(A) meets the definition of “accredited investor” as such term is defined under National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”) and has completed and signed the Accredited Investor Form attached as Schedule 1 hereto; or
(B) is subscribing for that number of Purchased Securities having an acquisition cost to the Purchaser of not less than $150,000 to be paid in cash on the Closing Date and the Purchaser is not created or used solely to purchase or hold securities in reliance on this exemption from the prospectus requirements of Applicable Legislation, and if it is a corporation, syndicate, partnership or other form of unincorporated organization, the Purchaser pre-existed the offering of the Purchased Securities and has a bona fide purpose other than investment in the Purchased Securities, or if created to permit such investment, the individual share of the acquisition cost for each participant is not less than $150,000; or
(C) is a not a resident of Ontario and qualifies under the “Family, friends and business associates” exemption, under NI 5-106, and has completed and signed the questionnaire attached as Schedule 2 as applicable to persons who are not resident in Ontario; or
(D) is a resident of Ontario and qualifies under the “Founder, control person and family” exemption under NI 45-106, and has completed and signed the questionnaire attached as Schedule 2 as applicable to persons who are resident in Ontario.
Representations by Purchasers. The Purchasers hereby represent, covenant and warrant to the Company as follows:
Representations by Purchasers. Each of the Purchasers hereby represents to Company as follows:
Representations by Purchasers. 19 7.02 (a) Restrictions on Transfer......................................20 (b)
