Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing: (a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser; (b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound; (c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms; (d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person; (e) the Purchaser is not a U.S. Person; (f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement; (g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser; (h) the Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons; (i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; (j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; (k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (l) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; (m) the Purchaser understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act; (n) the Purchaser understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Units (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws; (o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws; (p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act; (q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and (r) no person has made to the Purchaser 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 Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 5 contracts
Samples: Private Placement Subscription Agreement (Anavex Life Sciences Corp.), Private Placement Subscription Agreement (Anavex Life Sciences Corp.), Private Placement Subscription Agreement (Anavex Life Sciences Corp.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units Purchased Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units Purchased Securities to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units Purchased Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units Securities in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units Purchased Securities as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesPurchased Securities;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units Purchased Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the SharesSecurities; provided, however, that the Purchaser may sell or otherwise dispose of the Shares Securities pursuant to registration of the Shares Securities pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Units Securities (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units Securities and is not acquiring the Units 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; and
(r) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Oramed Pharmaceuticals Inc.), Private Placement Subscription Agreement (American Uranium Corp), Private Placement Subscription Agreement (Hola Communications Inc.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) : the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) ; 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) ; the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) ; the Purchaser is not acquiring the Units Purchased Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(e) ; the Purchaser is not a U.S. Person;
(f) ; the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) ; the sale of the Units Purchased Securities to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) ; the Purchaser is acquiring the Units Purchased Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units Securities in the United States or to U.S. Persons;
(i) ; the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units Purchased Securities as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) Securities; the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(k) Purchased Securities; the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) ; the Purchaser acknowledges that the Purchaser has not acquired the Units Purchased Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the SharesSecurities; provided, however, that the Purchaser may sell or otherwise dispose of the Shares Securities pursuant to registration of the Shares Securities pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) ; the Purchaser understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) ; the Purchaser understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Units Securities (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) ; the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) ; the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) ; the Purchaser is not aware of any advertisement of any of the Units Securities and is not acquiring the Units 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; and
(r) and no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Aurelio Resource Corp), Private Placement Subscription Agreement (Aurelio Resource Corp), Private Placement Subscription Agreement (Aurelio Resource Corp)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser 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 Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "“Name and Address of Purchaser" ” on the signature page of this Subscription Agreement;
(g) the sale of the Units to the Purchaser Purchaser:
i. is knowledgeable of, or has been independently advised as contemplated in this Agreement complies with or is exempt from to, the applicable securities legislation laws of the securities regulators having application in the jurisdiction of residence in which the Purchaser is resident (the “International Jurisdiction”) which would apply to the acquisition of the PurchaserSecurities;
ii. is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Purchaser is permitted to purchase the Investment under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;
iii. is knowledgeable of, or has been independently advised as to, the applicable securities laws of the authorities in the International Jurisdiction and such laws 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 issue and sale or resale of the Securities;
iv. is knowledgeable, or has been independently advised, that the purchase of the Securities by the Purchaser 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; and the Purchaser 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;
(h) if the Purchaser is not a resident of British Columbia or any other jurisdiction of Canada, that:
i. a subsequent trade in the Securities in or from British Columbia or any other jurisdiction of Canada will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities laws unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “BC Legend”) specified in British Columbia Instrument 51-509 (“BCI 51-509”) or the restrictive legend (the “CSA Legend”) specified in National Instrument 45-102 (“NI 45-102”);
ii. the Purchaser undertakes not to trade or resell any of the Securities in or from Canada unless the trade or resale is made in accordance with BCI 51-509 or NI 45-102, as applicable. The Purchaser understands and agrees that the Issuer and others will rely upon the truth and accuracy of these representations and warranties made in this Section (h) and agrees that if such representations and warranties are no longer accurate or have been breached, the Purchaser shall immediately notify the Issuer;
iii. the Purchaser of these Securities, by acceptance hereof and as a consequence of the representations and warranties made by the Purchaser in this Section (h), the Purchaser will have directed the Issuer not to include the BC Legend or the CSA Legend on any certificates representing the Securities to be issued to the Purchaser. As a consequence, the Purchaser will not be able to rely on the resale provisions of BCI 51-509 or NI 45- 102, and any subsequent trade in any of the Securities in or from British Columbia or any other jurisdiction of Canada will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities laws; and
iv. if the Purchaser wishes to trade or resell any of the Securities in or from British Columbia or any other jurisdiction of Canada, the Purchaser agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the transfer agent of the Issuer to have the BC Legend or the CSA Legend, as applicable, imprinted on such certificate or to instruct the transfer agent of the Issuer to include the BC Legend or the CSA Legend, as applicable on any ownership statement issued under a direct registration system or other book entry system.
(i) the Purchaser is acquiring the Units Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units Securities in the United States or to U.S. Persons;
(ij) the Purchaser is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Units Securities as principal for the Purchaser's ’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(jk) the Purchaser is not an underwriter of, or dealer in, the common shares of the CompanyIssuer, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(kl) the Purchaser (i) is able to fend for him/her/itself in the Subscriptionsubscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(lm) the Purchaser acknowledges that the Purchaser has not acquired the Units Securities as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of the Shares 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 the SharesSecurities; provided, however, that the Purchaser may sell or otherwise dispose of the Shares Securities pursuant to registration of the Shares Securities pursuant to the 1933 Act and any applicable state and provincial securities laws Applicable Laws or under an exemption from such registration requirements and as otherwise provided herein;
(mn) the Purchaser understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(no) the Purchaser understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Units Securities (the one year period hereinafter referred to as the "“Distribution Compliance Period"”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(op) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(pq) the Purchaser understands and agrees that the Company Issuer will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(qr) the Purchaser is not aware of any advertisement of any of the Units Securities and is not acquiring the Units 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; and
(rs) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company Issuer on any stock exchange or automated dealer quotation system.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Anavex Life Sciences Corp.), Private Placement Subscription Agreement (Anavex Life Sciences Corp.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(ap) the Purchaser is resident in the United States;
(q) the Purchaser has received and carefully read this Subscription Agreement;
(r) the Purchaser 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 Purchaser is a corporation, 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 Purchaser;
(bs) the Purchaser (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Purchased Securities for an indefinite period of time, and can afford the complete loss of such investment;
(t) the Purchaser is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(u) 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 to, or, if applicable, the Purchaser constating documents of, the Purchaser, or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
; (cv) the Purchaser has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its termsPurchaser;
(dw) the Purchaser has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Purchased Securities and the Company, and the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(x) the Purchaser understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Purchaser shall promptly notify the Company;
(y) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company, and the Purchaser will notify the Company immediately of any material change in any such information occurring prior to the closing of the purchase of the Securities ;
(z) the Purchaser is purchasing the Purchased Securities for its own account for investment purposes only and not acquiring the Units for the account or benefit of, directly or indirectly, of any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units for investment only other person and not with a view for distribution, assignment or resale to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in partothers, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in such Sharesthe Purchased Securities with any other person;
(jaa) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities ;
(kbb) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge made an independent examination and experience in business matters as to be capable investigation of evaluating the merits and risks of its prospective an investment in the Shares; Purchased Securities and (iii) the Company and has depended on the ability to bear the economic risks advice of its prospective investment legal and can afford financial advisors and agrees that the complete loss of such investmentCompany will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities and the Company;
(lcc) if the Purchaser acknowledges that is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the investor accounts for which the Purchaser has not acquired the Units acts as a result offiduciary or agent satisfy the definition of an "Accredited Investor", and will not itself engage in, any "directed selling efforts" (as the term is defined in under Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements D of the 1933 Act;
(ndd) if the Purchaser understands and agrees that offers and sales of any of is acquiring the Shares prior Purchased Securities as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to the expiration of a period of one year after the date of original issuance of the Units (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefromeach such account, and that all offers the Purchaser has full power to make the foregoing acknowledgements, representations and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions agreements on behalf of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities lawssuch account;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(qee) the Purchaser is not aware of any advertisement of any of the Units Purchased Securities and is not acquiring the Units Purchased 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; and
(rff) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities ;
(ii) that any person will refund the purchase price of any of the SharesSecurities ;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any 2.3 Reliance, indemnity and notification of the Shares will be listed changes
2.4 Survival of representations and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.warranties
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Wolverine Resources Corp.), Private Placement Subscription Agreement (Wolverine Technologies Corp.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units Purchased Securities in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesUnits;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares Units 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 the SharesPurchased Securities; provided, however, that the Purchaser may sell or otherwise dispose of the Shares Purchased Securities pursuant to registration of the Shares Purchased Securities pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares Purchased Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares Purchased Securities prior to the expiration of a period of one year after the date of original issuance of the Units Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares Purchased Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(r) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesUnits;
(ii) that any person will refund the purchase price of any of the SharesUnits;
(iii) as to the future price or value of any of the SharesUnits; or
(iv) that any of the Shares Purchased Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Upstream Biosciences Inc.), Private Placement Subscription Agreement (Upstream Biosciences Inc.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:the
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the The Purchaser is a corporationcorporation duly incorporated, it is duly incorporated validly existing and validly subsisting in good standing under the laws of the State of Delaware, with corporate power and authority to perform its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of obligations under this Agreement on behalf of the PurchaserAgreement;
(b) the entering into of this 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 the Purchaser or of any agreementhas been duly authorized, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement by Purchaser and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(dc) the The Purchaser is not acquiring the Units for the account required to obtain any consent, approval, order, authorization, registration, declaration from, or benefit of, directly or indirectlyto make any filing with, any U.S. Personcourt, agency, or governmental authority or instrumentality or any other third party in connection with (i) Purchaser's execution and delivery of this Agreement or any document, agreement or instrument to be executed pursuant to this Agreement or (ii) the consummation by Purchaser of the transactions contemplated hereby;
(d) The Purchaser understands that the Shares have not been registered under the Securities Act and that the sale provided for in this Agreement is being made pursuant to an exemption provided in the Securities Act or the rules and regulations promulgated thereunder and that the reliance of the Company on such exemption is predicated in part on the Purchaser's representations set forth herein, and that none of the Shares may be offered, sold, pledged or otherwise transferred except in compliance with the registration requirements of the Securities Act and other applicable securities laws, pursuant to an exemption therefrom or in a transaction not subject thereto and, in each case, in compliance with the conditions for transfer set forth in paragraph (g)below;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the The Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal Shares for the Purchaser's own account, for investment purposes only, and not with a view to, or forfor sale in connection with, resaleany distribution thereof in violation of the Securities Act or other applicable securities laws, distribution or fractionalisation thereof, in whole or in partsubject to any requirement of law that the disposition of its property be at all times within its control, and no any sale, transfer or other person has a direct or indirect beneficial interest in such Shares;
(j) disposition of the Shares by the Purchaser will be made in compliance with all applicable provisions of the Securities Act and the rules and regulations promulgated thereunder; and it agrees and each subsequent holder of Shares by its acceptance thereof will be deemed to agree, to offer, sell or otherwise transfer such Shares prior to the date which is not an underwriter of, two years after the later of the original issuance date thereof and the last date on which the Company or dealer in, any "affiliate" of the common shares Company was the owner of such Shares (or any predecessor Shares) (the "Resale Restriction Termination Date") only (a) to the Company, nor is the Purchaser participating, (b) pursuant to a contractual agreement registration statement which has been declared effective under the Securities Act, or otherwise, in (c) pursuant to any other available exemption from the distribution registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of its property be at all times within its control and to compliance with any applicable state securities laws; it being understood further that the Company reserves the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination Date pursuant to clause (c) above to require the delivery of an opinion of counsel, certifications and other information satisfactory to the Company. Purchaser consents to the placement of the following legend (or a substantially similar legend) on each certificate representing the Shares;: THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THE SHARES OF COMMON STOCK EVIDENCED HEREBY NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS; THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THE COMMON STOCK EVIDENCED HEREBY PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS CERTIFICATE (OR ANY PREDECESSOR OF THIS CERTIFICATE) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, AND (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE COMPANY PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
(kf) The Purchaser is experienced in evaluating companies such as the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; investment, and (iii) has the ability to bear the economic risks of such investment for an indefinite period. The Purchaser further represents that it has conducted its prospective investment own independent review and can afford analysis of the complete loss business, assets, condition, operation and prospects of the Company and acknowledges that it has had access during the course of the transaction and prior to the purchase of the Shares to such information (including audited financial statements) relating to the Company as it has desired and that it has had the opportunity to ask questions of and receive answers from the Company concerning the business, management and financial affairs of the Company and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to each Purchaser or to which Purchaser has had access; the Purchaser further understands that no federal or state agency has passed upon the Shares or made any finding or determination concerning the fairness or advisability of this investment;
(lg) the The Purchaser acknowledges represents that the Purchaser has is not acquired the Units as a result of, and will not itself engage in, any an "directed selling effortsaffiliate" (as defined in Regulation S Rule 144 under the 0000 XxxSecurities Act) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, Company or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale acting on behalf of the Shares; providedCompany, however, that and the Purchaser may sell or otherwise dispose is an "accredited investor" within the meaning of the Shares pursuant to registration subparagraph (a) of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares have been registered Rule 501 under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Securities Act;
(nh) the Purchaser understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Units (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the The Purchaser is not aware (i) acquiring Shares with "plan assets" of an employee benefit plan or other plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986 (the "Code") (each a "Plan"), an entity whose underlying assets include 'plan assets" by reason of any advertisement of any of Plan's investment in the Units entity, or (ii) is acquiring and holding the Shares in a transaction that is not acquiring otherwise prohibited by either ERISA or the Units 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; and
(r) no person has made to the Purchaser any written or oral representations:Code.
(i) that any person will resell The Purchaser's true and correct federal tax identification or repurchase any of social security number, as applicable, is indicated below on the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemsignature page below.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Neopharm Inc), Stock Purchase Agreement (Neopharm Inc)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser is resident at the address indicated on page 2 hereof;
(b) the Purchaser has received and carefully read this Subscription Agreement;
(c) the Purchaser 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 Purchaser is a corporation, 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 Purchaser;
(bd) the Purchaser (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Units for an indefinite period of time, and can afford the complete loss of such investment;
(e) the Purchaser is aware that an investment in the Issuer is speculative and involves certain risks, including the possible loss of the investment;
(f) 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 to, or, if applicable, the Purchaser constating documents of, the Purchaser, or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(cg) the Purchaser has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Units for investment only and not with a view to resale or distribution andthe Issuer, and the Purchaser is providing evidence of such knowledge and experience in particular, it has no intention to distribute either directly or indirectly any of these matters through the Units information requested in the United States or to U.S. PersonsQuestionnaire;
(i) the Purchaser understands and agrees that the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Purchaser shall promptly notify the Issuer;
(j) all information contained in the Questionnaire is outside complete and accurate and may be relied upon by the United States when receiving Issuer, and executing this Agreement and the Purchaser will notify the Issuer immediately of any material change in any such information occurring prior to the Closing of the purchase of the Securities ;
(k) the Purchaser is acquiring purchasing the Units as principal for the Purchaser's its own account, account for investment purposes only, only and not with a view tofor the account of any other person and not for distribution, assignment or for, resale, distribution or fractionalisation thereof, in whole or in partresale to others, and no other person has a direct or indirect beneficial interest is such Units, and the Purchaser has not subdivided his interest in such Sharesthe Units with any other person;
(jl) the Purchaser is not an underwriter of, or dealer in, the common shares of the CompanyIssuer, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided hereinSecurities ;
(m) the Purchaser understands has made an independent examination and investigation of an investment in the Units and the Issuer and has depended on the advice of its legal and financial advisors and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may Issuer will not be offered or sold responsible in anyway whatsoever for the Purchaser’s decision to invest in the United States or, directly Units and the Issuer;
(n) if the Purchaser is acquiring the Units as a fiduciary or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, agent for one or pursuant to an exemption from, or in a transaction not subject tomore investor accounts, the registration requirements investor accounts for which the Purchaser acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined under Regulation D of the 1933 Act;
(no) if the Purchaser understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of is acquiring the Units (as a fiduciary or agent for one or more investor accounts, the one year period hereinafter referred Purchaser has sole investment discretion with respect to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefromeach such account, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands has full power to make the foregoing acknowledgements, representations and agrees not to engage in any hedging transactions involving any agreements on behalf of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities lawsaccount;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(rq) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities ;
(ii) that any person will refund the purchase price of any of the SharesSecurities ;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company Issuer on any stock exchange or automated dealer quotation system.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Mobetize, Corp.), Private Placement Subscription Agreement (Mobetize, Corp.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units Shares to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units Shares in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units Shares as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the CompanyIssuer, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Units Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company Issuer will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units Shares and is not acquiring the Units 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; and
(r) no person has made to the Purchaser 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 Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company Issuer on any stock exchange or automated dealer quotation system.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Swav Enterprises Ltd.), Private Placement Subscription Agreement (Swav Enterprises Ltd.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, Subscription Agreement (with related appendices, schedules and forms) Page 12 of 15 written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units Purchased Securities in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesUnits;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx1933 Act) in the United States in respect of the Shares which would Units whxxx xxxld 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 the SharesPurchased Securities; provided, however, that the Purchaser may sell or otherwise dispose of the Shares Purchased Securities pursuant to registration of the Shares Purchased Securities pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares Purchased Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares Purchased Securities prior to the expiration of a period of one year after the date of original issuance of the Units Shares (the one year period hereinafter referred to as the "Distribution Compliance Subscription Agreement (with related appendices, schedules and forms) Page 13 of 15 Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares Purchased Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(r) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesUnits;
(ii) that any person will refund the purchase price of any of the SharesUnits;
(iii) as to the future price or value of any of the SharesUnits; or
(iv) that any of the Shares Purchased Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Enox Biopharma Inc), Private Placement Subscription Agreement (Enox Biopharma Inc)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) to the best of the Purchaser’s knowledge, the Securities were not advertised;
(b) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase the Securities;
(ii) that any person will refund the purchase price of the Purchased Securities;
(iii) as to the future price or value of any of the Securities; or
(iv) that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post any of the Securities for trading on any stock exchange, other than the Shares and Warrant Shares on the Exchange;
(c) this subscription has not been solicited in any other manner contrary to the Applicable Legislation or the 1933 Act;
(d) the Purchaser (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it (or others for whom it is contracting hereunder) is solely responsible for compliance with applicable resale restrictions and applicable tax legislation;
(e) the offer made by this subscription is irrevocable (subject to the Purchaser’s right to withdraw the subscription and to terminate the obligations as set out in this Subscription Agreement) and requires acceptance by the Issuer and approval of the Exchange;
(f) the Purchaser has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto to the Subscription Agreement and, if the Purchaser is a corporation, 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 given to authorize execution and performance of this Subscription Agreement on behalf of the Purchaser;
(bg) the entering into Purchaser will not become a “control person” of the Issuer as defined in the Applicable Legislation, by virtue of this Agreement and the transactions contemplated hereby do not result in the violation purchase of any of the terms Securities, and provisions of does not intend to act in concert with any law applicable other person to the Purchaser or of any agreement, written or oral, to which the Purchaser may be form a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement control group of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the PurchaserIssuer;
(h) the Purchaser is acquiring an “Accredited Investor”, as the Units for investment only and not with a view to resale or distribution and, term is defined in particular, it has no intention to distribute either directly or indirectly any of Regulation D under the Units in the United States or to U.S. Persons1933 Act;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units Purchased Securities as a result of, and will not itself engage in, any "“directed selling efforts" (as defined in Regulation S under the 0000 Xxx) ” in the United States in respect of any of the Shares Purchased 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 Shares or Warrant Shares; provided, however, that the Purchaser Subscriber may sell or otherwise dispose of any of the Shares or Warrant Shares pursuant to registration of the Shares pursuant to thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided hereinrequirements;
(mj) the Purchaser understands current structure of this transaction and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may all transactions and activities contemplated hereunder is not be offered or sold in the United States or, directly or indirectly, a scheme to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, avoid the registration requirements of the 1933 Act;
(k) the Purchaser has no intention to distribute either directly or indirectly any of the Purchased Securities, the Shares and Warrants underlying the Purchased Securities or the Warrant Shares in the United States, except in compliance with the 1933 Act;
(l) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(m) this Subscription Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser;
(n) the Purchaser understands and agrees that offers and sales of any has been independently advised as to the applicable hold period imposed in respect of the Shares prior to Securities by securities legislation in the expiration of a period of one year after jurisdiction in which the date of original issuance Purchaser resides and confirms that no representation has been made respecting the applicable hold periods for the Securities and is aware of the Units (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions risks and other characteristics of the 1933 Act or an exemption therefrom, Securities and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only fact that the Purchaser may not be able to resell the Securities except in accordance with the applicable state securities legislation and provincial securities lawsregulatory policies;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any is capable of assessing the proposed investment as a result of the Shares unless such transactions are in compliance with Purchaser’s financial and business experience or as a result of advice received from a registered person other than the provisions Issuer or any affiliates of the 1933 Act and in each case only in accordance with applicable state and provincial securities lawsIssuer;
(p) if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Purchaser understands will execute, deliver, file and agrees that otherwise assist the Company will refuse Issuer in filing, such reports, undertakings and other documents with respect to register any transfer the issue of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;Securities as may be required; and
(q) if the Purchaser is purchasing sufficient Purchased Securities so that the aggregate acquisition cost of the Purchased Securities to the Purchaser is not aware of any advertisement of any of less than $150,000, the Units and Purchaser is not acquiring the Units as a result of any form of general solicitation or general advertising including advertisementscorporation, articlespartnership, notices or other communications published in any newspapertrust, magazine or similar media or broadcast over radio or televisionfund, association, or any seminar other organized group of persons created solely, or meeting whose attendees have been invited by general solicitation used primarily, to permit the purchase of the Purchased Securities (or general advertising; and
(rother similar purchases) no person has made to purchase or hold the Purchased Securities in reliance on this exemption from the dealer registration requirements or prospectus requirements, and the Purchaser any written or oral representationsis either:
(i) that any person purchasing the Purchased Securities as principal and no other person, corporation, firm or other organization will resell or repurchase any of have a beneficial interest in the Shares;Purchased Securities; or
(ii) that any person will refund if not purchasing the purchase price of any Purchased Securities as principal, is Deemed to be Acting as a Principal and the aggregate acquisition cost of the Shares;
(iii) as to Purchased Securities purchased for all the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemaccounts managed by it is not less than $150,000.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Stockgroup Information Systems Inc)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any CW1042183.1 agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units Purchased Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units Purchased Securities to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units Purchased Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units Securities in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units Purchased Securities as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesPurchased Securities;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the CompanyIssuer, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesPurchased Securities;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesPurchased Securities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units Purchased Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the SharesSecurities; provided, however, that the Purchaser may sell or otherwise dispose of the Shares Securities pursuant to registration of the Shares Securities pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
CW1042183.1 Subscription Agreement (with related appendices, schedules and forms) Page 13 of 15
(n) the Purchaser understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Units Securities (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company Issuer will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units Securities and is not acquiring the Units 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; and
(r) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities ;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company Issuer on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Yellowcake Mining Inc.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Units (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
; (o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(r) no person has made to the Purchaser 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 Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Anavex Life Sciences Corp.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) to the best of the Purchaser’s knowledge, the Securities were not advertised;
(b) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase the Securities;
(ii) that any person will refund the purchase price of the Purchased Securities;
(iii) as to the future price or value of any of the Securities; or
(iv) that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post any of the Securities for trading on any stock exchange, other than the Shares and Warrant Shares on the OTCBB;
(c) this subscription has not been solicited in any other manner contrary to the Applicable Legislation or the 1933 Act;
(d) the Purchaser (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it (or others for whom it is contracting hereunder) is solely responsible for compliance with applicable resale restrictions and applicable tax legislation;
(e) the offer made by this subscription is irrevocable (subject to the Purchaser’s right to withdraw the subscription and to terminate the obligations as set out in this Subscription Agreement) and requires acceptance by the Issuer;
(f) the Purchaser has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto to the Subscription Agreement and, if the Purchaser is a corporation, 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 given to authorize execution and performance of this Subscription Agreement on behalf of the Purchaser;
(bg) the entering into Purchaser will not become a “control person” of the Issuer as defined in the Applicable Legislation, by virtue of this Agreement and the transactions contemplated hereby do not result in the violation purchase of any of the terms Securities, and provisions of does not intend to act in concert with any law applicable other person to the Purchaser or of any agreement, written or oral, to which the Purchaser may be form a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement control group of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the PurchaserIssuer;
(h) the Purchaser is acquiring an “Accredited Investor”, as the Units for investment only and not with a view term is defined in Regulation D under the 1933 Act, or some other exemption from 1933 Act prospectus requirements applies to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. PersonsPurchaser;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units Purchased Securities as a result of, and will not itself engage in, any "“directed selling efforts" (as defined in Regulation S under the 0000 Xxx) ” in the United States in respect of any of the Shares Purchased 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 Shares or Warrant Shares; provided, however, that the Purchaser Subscriber may sell or otherwise dispose of any of the Shares or Warrant Shares pursuant to registration of the Shares pursuant to thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided hereinrequirements;
(mj) the Purchaser understands current structure of this transaction and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may all transactions and activities contemplated hereunder is not be offered or sold in the United States or, directly or indirectly, a scheme to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, avoid the registration requirements of the 1933 Act;
(k) the Purchaser has no intention to distribute either directly or indirectly any of the Purchased Securities, the Shares and Warrants underlying the Purchased Securities or the Warrant Shares in the United States, except in compliance with the 1933 Act;
(l) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(m) this Subscription Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser;
(n) the Purchaser understands and agrees that offers and sales of any has been independently advised as to the applicable hold period imposed in respect of the Shares prior to Securities by securities legislation in the expiration of a period of one year after jurisdiction in which the date of original issuance Purchaser resides and confirms that no representation has been made respecting the applicable hold periods for the Securities and is aware of the Units (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions risks and other characteristics of the 1933 Act or an exemption therefrom, Securities and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only fact that the Purchaser may not be able to resell the Securities except in accordance with the applicable state securities legislation and provincial securities lawsregulatory policies;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any is capable of assessing the proposed investment as a result of the Shares unless such transactions are in compliance with Purchaser’s financial and business experience or as a result of advice received from a registered person other than the provisions Issuer or any affiliates of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;Issuer; and
(p) the Purchaser understands and agrees that the Company will refuse to register if required by applicable securities legislation, policy or order or by any transfer of the Shares not made in accordance with the provisions of Regulation Ssecurities commission, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(r) no person has made to the Purchaser 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 Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made other regulatory authority, the Purchaser will execute, deliver, file and otherwise assist the Issuer in filing, such reports, undertakings and other documents with respect to list and post any the issue of the Shares of the Company on any stock exchange or automated dealer quotation systemSecurities as may be required.
Appears in 1 contract
Samples: Loan Guarantee and Subscription Agreement (Braintech Inc)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS) PAGE 12 OF 15 written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units Purchased Securities in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesUnits;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx1933 Act) in the United States in respect of the Shares which would Units whixx xxxxd 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 the SharesPurchased Securities; provided, however, that the Purchaser may sell or otherwise dispose of the Shares Purchased Securities pursuant to registration of the Shares Purchased Securities pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares Purchased Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares Purchased Securities prior to the expiration of a period of one year after the date of original issuance of the Units Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares Purchased Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(r) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesUnits;
(ii) that any person will refund the purchase price of any of the SharesUnits;
(iii) as to the future price or value of any of the SharesUnits; or
(iv) that any of the Shares Purchased Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Enox Biopharma Inc)
Representations by the Purchaser. The Purchaser represents makes the following representations and warrants warranties to the Issuer that, as at the Agreement Date and at the ClosingCompany:
(ai) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the The Purchaser is a corporation, it is an international business corporation duly incorporated and validly subsisting existing under the laws Laws of Belize and has all requisite corporate power and authority to conduct its jurisdiction of incorporation business in the manner in which it is presently being conducted. The Purchaser have all requisite power and all necessary approvals by its directorsauthority to execute, shareholders deliver and others have been obtained perform this Agreement and the Transaction Documents to authorize consummate the transactions contemplated hereby. The execution delivery and performance of this Agreement on behalf and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Purchaser;
(b) , if applicable, and no other corporate proceedings are necessary to authorize the entering into execution, delivery and performance of this Agreement and the Transaction Documents or the consummation of the transactions contemplated hereby do not result in and thereby. Assuming the violation due authorization, execution and delivery of any of the terms and provisions of any law applicable to the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a the Transaction Documents by the Company, this Agreement and the Transaction Documents constitute, the valid and legally binding agreement obligations of the Purchaser Purchaser, enforceable against the Purchaser in accordance with its their terms;, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar Law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies, whether in a proceeding at Law or in equity (the "Bankruptcy Exception").
(dii) Neither the execution, nor delivery by the Purchaser of this Agreement or any Transaction Document to which the Purchaser is not acquiring a party, nor the Units for consummation or performance by the account Purchaser of the transactions contemplated hereby or benefit ofthereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any U.S. Person;
provision of the Organizational Documents of the Purchaser; (eb) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which the Purchaser is not a U.S. Person;
(f) party or by which the properties or assets of the Purchaser is resident are bound; or (c) contravene, conflict with, or result in a violation of, any Law or Order to which the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale , or any of the Units to the Purchaser as contemplated in this Agreement complies with properties or is exempt from the applicable securities legislation of the jurisdiction of residence assets of the Purchaser;, may be subject.
(hiii) the The Purchaser is acquiring the Units for investment only has been supplied with or has had sufficient access to all information, including financial statements and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares financial information of the Company, nor is and has been afforded with an opportunity to ask questions of and receive answers concerning information to which a reasonable investor would attach significance in making investment decisions, so that as a reasonable investor the Purchaser participating, pursuant has been able to a contractual agreement or otherwisemake the decision to purchase the Shares.
(iv) The Purchaser, in making the distribution decision to purchase the Shares, has relied upon independent investigations of the Shares;
(k) the Company made by it. The Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in financial, tax and business matters so as to be capable enable the Purchaser to utilize the information made available to the Purchaser in connection with the offering of evaluating the Shares to evaluate the merits and risks of its prospective an investment in the Shares; Shares and to make an informed investment decision with respect thereto.
(iiiv) has The Purchaser understands that the ability Shares are being and will be sold in reliance on an exemption from the registration requirements of U.S. and foreign securities Laws, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to bear determine the economic risks of its prospective investment and can afford the complete loss applicability of such investment;exemptions and the suitability of the Purchaser to purchase the Shares. The representations, warranties and agreements contained herein are true and correct as of the date hereof and may be relied upon by the Company, and the Purchaser will notify the Company immediately of any adverse change in any such representations and warranties which may occur prior to the Closing.
(lvi) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, All offers and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect sales of the Shares which would include any activities undertaken for prior to 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 the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares under the Securities Act or pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from registration under the Securities Act shall be made only pursuant to such a registration requirements and as otherwise provided herein;or such exemption from registration.
(mvii) The Purchaser is acquiring the Shares for investment purposes.
(viii) The Purchaser understands is not a U.S. Person and agrees further makes the representations and warranties to the Company set forth on Schedule 2.3.
(ix) The Purchaser agree that none the certificates representing the Shares shall contain a legend to the following effect. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
(x) Opinion. The Purchaser will not transfer any or all of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to absent an effective registration statement under the 1933 ActSecurities Act and applicable state securities Law covering the disposition of the Shares, or pursuant without first providing the Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to an exemption from, or in a transaction not subject to, the Company) to the effect that such transfer will be exempt from the registration and the prospectus delivery requirements of the 1933 Act;
(n) Securities Act and the Purchaser understands and agrees that offers and sales registration or qualification requirements of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Units (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable U.S. state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(r) no person has made to the Purchaser 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 Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemLaws.
Appears in 1 contract
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any Subscription Agreement (with related appendices, schedules and forms)Page12 of 15 agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Units (the one year Subscription Agreement (with related appendices, schedules and forms)Page 13 of 15 period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(r) no person has made to the Purchaser 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 Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Anavex Life Sciences Corp.)
Representations by the Purchaser. The Purchaser represents makes the following representations and warrants warranties to the Issuer that, as at the Agreement Date and at the ClosingCompany:
(ai) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the The Purchaser is a corporation, it is corporation duly incorporated and validly subsisting existing under the laws Laws of its the Purchaser's jurisdiction of incorporation and has all necessary approvals by requisite corporate power and authority to conduct its directorsbusiness in the manner in which it is presently being conducted. The Purchaser has all requisite power and authority to execute, shareholders deliver and others have been obtained perform this Agreement and the Transaction Documents to authorize consummate the transactions contemplated hereby. The execution delivery and performance of this Agreement on behalf and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Purchaser;
(b) , if applicable, and no other corporate proceedings are necessary to authorize the entering into execution, delivery and performance of this Agreement and the Transaction Documents or the consummation of the transactions contemplated hereby do not result in and thereby. Assuming the violation due authorization, execution and delivery of any of the terms and provisions of any law applicable to the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a the Transaction Documents by the Company, this Agreement and the Transaction Documents constitute, the valid and legally binding agreement obligations of the Purchaser Purchaser, enforceable against the Purchaser in accordance with its their terms;, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar Law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies, whether in a proceeding at Law or in equity (the "Bankruptcy Exception").
(dii) Neither the execution, nor delivery by the Purchaser of this Agreement or any Transaction Document to which the Purchaser is not acquiring a party, nor the Units for consummation or performance by the account Purchaser of the transactions contemplated hereby or benefit ofthereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any U.S. Person;
provision of the Organizational Documents of the Purchaser; (eb) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which the Purchaser is not a U.S. Person;
(f) party or by which the properties or assets of the Purchaser is resident are bound; or (c) contravene, conflict with, or result in a violation of, any Law or Order to which the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale , or any of the Units to the Purchaser as contemplated in this Agreement complies with properties or is exempt from the applicable securities legislation of the jurisdiction of residence assets of the Purchaser;, may be subject.
(hiii) the The Purchaser is acquiring the Units for investment only has been supplied with or has had sufficient access to all information, including financial statements and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares financial information of the Company, nor is and has been afforded with an opportunity to ask questions of and receive answers concerning information to which a reasonable investor would attach significance in making investment decisions, so that as reasonable investors the Purchaser participating, pursuant has been able to a contractual agreement or otherwisemake the decision to purchase the Shares.
(iv) The Purchaser, in making the distribution decision to purchase the Shares, has relied upon independent investigations of the Shares;
(k) the Company made by it. The Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in financial, tax and business matters so as to be capable enable the Purchaser to utilize the information made available to the Purchaser in connection with the offering of evaluating the Shares to evaluate the merits and risks of its prospective an investment in the Shares; Shares and (iii) has the ability to bear the economic risks of its prospective make an informed investment and can afford the complete loss of such investment;decision with respect thereto.
(lv) the The Purchaser acknowledges understands that the Purchaser has not acquired the Units as a result of, Shares are being and will not itself engage in, any "directed selling efforts" (as defined be sold in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under reliance on an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of U.S. and foreign securities Laws, and that the 1933 Act;Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to purchase the Shares. The representations, warranties and agreements contained herein are true and correct as of the date hereof and may be relied upon by the Company, and the Purchaser will notify the Company immediately of any adverse change in any such representations and warranties which may occur prior to the Closing.
(nvi) the Purchaser understands and agrees that All offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Units (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Securities Act or pursuant to an available exemption from registration under the Securities Act shall be made only pursuant to such a registration requirements of the 1933 Act;or such exemption from registration.
(qvii) The Purchaser is acquiring the Shares for investment purposes.
(viii) The Purchaser is not aware of any advertisement of any of a U.S. Person and further makes the Units representations and is not acquiring warranties to the Units 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; andCompany set forth on Schedule 2.3.
(rix) no person has made The Purchaser agrees that the certificates representing the Shares shall contain a legend to the Purchaser any written or oral representations:
following effect. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (iTHE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) that any person will resell or repurchase any of the Shares;
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii2) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemPURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wealthcraft Systems Inc.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any any
(c) agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(cd) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(de) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(ef) the Purchaser is not a U.S. Person;
(fg) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(gh) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(hi) the Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
(ij) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(jk) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(kl) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(lm) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(mn) the Purchaser understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(no) the Purchaser understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Units (the one year year
(p) period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(oq) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(pr) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(qs) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(rt) no person has made to the Purchaser 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 Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Anavex Life Sciences Corp.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. U. S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "“Name and Address of Purchaser" ” on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the CompanyIssuer, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the SharesSecurities; provided, however, that the Purchaser may sell or otherwise dispose of the Shares Securities pursuant to registration of the Shares Securities pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. U. S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Units (the one year period hereinafter referred to as the "“Distribution Compliance Period"”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company Issuer will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(r) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company Issuer on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Blue Sphere Corp)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the SharesSecurities; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Units (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(r) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system, except that currently market makers make a market for the Company's common shares on the OTC Bulletin Board.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Actiga Corp)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser 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 Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "“Name and Address of Purchaser" ” on the signature page of this Subscription Agreement;
(g) the sale of the Units to the Purchaser Purchaser:
i. is knowledgeable of, or has been independently advised as contemplated in this Agreement complies with or is exempt from to, the applicable securities legislation laws of the securities regulators having application in the jurisdiction of residence in which the Purchaser is resident (the “International Jurisdiction”) which would apply to the acquisition of the PurchaserSecurities;
ii. the Purchaser is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Purchaser is permitted to purchase the Purchaser under the applicable securities laws of the securities regulators in 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 issue and sale or resale of the Securities;
iv. the purchase of the Securities by the Purchaser 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; and the Purchaser 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;
(h) the Purchaser is acquiring the Units Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units Securities in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Units Securities as principal for the Purchaser's ’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the CompanyIssuer, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscriptionsubscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units Securities as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of the Shares 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 the SharesSecurities; provided, however, that the Purchaser may sell or otherwise dispose of the Shares Securities pursuant to registration of the Shares Securities pursuant to the 1933 Act and any applicable state and provincial securities laws Applicable Laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Units Securities (the one year period hereinafter referred to as the "“Distribution Compliance Period"”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company Issuer will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units Securities and is not acquiring the Units 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; and
and (r) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company Issuer on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Panglobal Brands Inc.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
; (l) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Units (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(r) no person has made to the Purchaser 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 Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Panglobal Brands Inc.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the decision to execute this Agreement and acquire the Purchased Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been filed by the Issuer with the Securities and Exchange Commission (the "SEC");
(d) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(de) the Purchaser is not acquiring the Units Purchased Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(ef) the Purchaser is not a U.S. Person;
(fg) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(gh) the sale of the Units Purchased Securities to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(hi) the Purchaser is acquiring the Units Purchased Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units Securities in the United States or to U.S. Persons;
(ij) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units Purchased Securities as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(jk) the Purchaser is not an underwriter of, or dealer in, the common shares of the CompanyIssuer, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesPurchased Securities;
(kl) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(lm) the Purchaser acknowledges that the Purchaser has not acquired the Units Purchased Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the SharesSecurities; provided, however, that the Purchaser may sell or otherwise dispose of the Shares Securities pursuant to registration of the Shares Securities pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
; (mn) the Purchaser understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(no) the Purchaser understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Units Securities (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(op) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(pq) the Purchaser understands and agrees that the Company Issuer will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(qr) the Purchaser is not aware of any advertisement of any of the Units Securities and is not acquiring the Units 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; and
(rs) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company Issuer on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (TAMM Oil & Gas Corp.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser 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 Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "“Name and Address of Purchaser" ” on the signature page of this Subscription Agreement;
(g) the sale of the Units to the Purchaser Purchaser:
i. is knowledgeable of, or has been independently advised as contemplated in this Agreement complies with or is exempt from to, the applicable securities legislation laws of the securities regulators having application in the jurisdiction of residence in which the Purchaser is resident (the “International Jurisdiction”) which would apply to the acquisition of the PurchaserSecurities;
ii. the Purchaser is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Purchaser is permitted to purchase the Purchaser under the applicable securities laws of the securities regulators in 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 issue and sale or resale of the Securities;
iv. the purchase of the Securities by the Purchaser 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; and the Purchaser 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;
(h) the Purchaser is acquiring the Units Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units Securities in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Units Securities as principal for the Purchaser's ’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the CompanyIssuer, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscriptionsubscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units Securities as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of the Shares 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 the SharesSecurities; provided, however, that the Purchaser may sell or otherwise dispose of the Shares Securities pursuant to registration of the Shares Securities pursuant to the 1933 Act and any applicable state and provincial securities laws Applicable Laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Units Securities (the one year period hereinafter referred to as the "“Distribution Compliance Period"”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company Issuer will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units Securities and is not acquiring the Units 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; and
(r) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company Issuer on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Anavex Life Sciences Corp.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS) PAGE 12 OF 15 written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units Purchased Securities in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesUnits;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx1933 Act) in the United States in respect of the Shares which would Units whxxx xxxld 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 the SharesPurchased Securities; provided, however, that the Purchaser may sell or otherwise dispose of the Shares Purchased Securities pursuant to registration of the Shares Purchased Securities pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares Purchased Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares Purchased Securities prior to the expiration of a period of one year after the date of original issuance of the Units Shares (the one year period hereinafter referred to as the "Distribution Compliance SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS) PAGE 13 OF 15 Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares Purchased Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(r) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the SharesUnits;
(ii) that any person will refund the purchase price of any of the SharesUnits;
(iii) as to the future price or value of any of the SharesUnits; or
(iv) that any of the Shares Purchased Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Enox Biopharma Inc)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, 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 Purchaser;
(b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(k) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) the Purchaser acknowledges that the Purchaser has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares 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 the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
; (m) the Purchaser understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Units (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(r) no person has made to the Purchaser 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 Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Anavex Life Sciences Corp.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
: (a) it will acquire the Purchaser has the legal capacity Shares to be acquired by it for its own account and competence to enter into that such Shares are being and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, will be acquired by 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 Purchaser;
(b) 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 the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;
(c) the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;
(d) the Purchaser is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(e) the Purchaser is not a U.S. Person;
(f) the Purchaser is resident in the jurisdiction set out under the heading "Name and Address purpose of Purchaser" on the signature page of this Agreement;
(g) the sale of the Units to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;
(h) the Purchaser is acquiring the Units for investment only and not with a view to distribution or resale or distribution andthereof; subject, in particularnevertheless, to the condition that the disposition --------------------- of the property of the Purchaser shall at all times be within its control; (b) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (if any) on the part of the Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser; (c) it is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act; (d) it is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act; and (e) it has taken no intention action which would give rise to distribute either directly any claim by any other person for any other person for any brokerage commissions, finders' fees or indirectly the like relating to this Agreement or the transaction contemplated hereby. The acquisition by the Purchaser of the Shares shall constitute a confirmation of the representations and warranties made by the Purchaser. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Units in Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "The securities represented by this certificate have not been registered under the United States Securities Act of 1933 or to U.S. Persons;
(i) the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Units as principal for the Purchaser's own account, applicable state securities laws. These securities have been acquired for investment purposes only, and not with a view toto distribution or resale, and may not be mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such securities under the Securities Act of 1933 and applicable state securities laws, or forthe availability of an exemption from the registration provisions of the Securities Act of 1933 and applicable state securities laws." The Purchaser further hereby represents, resale, distribution or fractionalisation thereof, in whole or in part, warrants and no other person has a direct or indirect beneficial interest in such Shares;covenants to the Company with respect to its purchase of the Shares hereunder as follows:
(ja) Purchaser acknowledges that in purchasing the Purchaser is Shares it must be prepared to continue to bear the economic risk of such investment for an indefinite period of time because the Shares have not an underwriter ofbeen registered under the Securities Act and cannot be sold unless they are subsequently registered under the Securities Act and applicable state laws, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;unless exemptions from such registrations are available.
(kb) the Purchaser (i) is able to fend for him/her/itself bear the economic risk of an investment in the Subscription; Shares and, at the present time, could afford a complete loss of such investment.
(iic) Purchaser acknowledges that it and its attorneys, accountants and other advisers and representatives have reviewed and analyzed this Agreement, have been offered the opportunity to review the documents related thereto, and have been offered access to such other information relevant to an investment in the Shares as they have desired. Purchaser acknowledges that it and its attorneys, accountants and other advisers and representatives have had an opportunity to ask questions of, and receive answers from, a person acting on behalf of the Company concerning such investment and that all such questions have been answered to the full satisfaction of the Purchaser and such attorneys, accountants, advisers and representatives.
(d) Purchaser acknowledges that the Shares have not been registered under the Securities Act in reliance upon exemptions therefrom provided by Regulation D, and understands that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any other Federal or state agency.
(e) Purchaser has such the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective an investment in the Shares and has evaluated the risk of investing in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;.
(lf) The foregoing representations, warranties, agreements, undertakings and acknowledgments are made by the Purchaser, and the information furnished herein has been so furnished with the intent that the same will be relied upon by the Company in determining Purchaser's suitability as a purchaser of the Shares and such representations, warranties, agreements, undertakings, acknowledgments and information will be true and accurate in all material respects as of, and the Purchaser acknowledges that such representations and warranties shall survive, the Purchaser has not acquired Closing and the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect purchase of the Shares which would include any activities undertaken for by the purpose of, or that could reasonably be expected Purchaser. The Purchaser undertakes to have notify the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Purchaser understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws Company immediately of any state of the United Stateschange in any representation, and, unless so registered, may not be offered warranty or sold in the United States or, directly or indirectly, other information relating to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Purchaser understands and agrees that offers and sales of any of the Shares it set forth herein prior to the expiration of a period of one year after the date of original issuance of the Units (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(p) the Purchaser understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Purchaser is not aware of any advertisement of any of the Units and is not acquiring the Units 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; and
(r) no person has made to the Purchaser 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 Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemClosing.
Appears in 1 contract
Samples: Content License and Marketing Agreement (Mothernature Com Inc)
