Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing: (p) 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; (s) 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, or, if applicable, 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; (v) 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; (w) 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 for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in the Purchased Securities with any other person; (aa) 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 Securities ; (bb) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities and the Company; (cc) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the 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; (dd) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account; (ee) the Purchaser is not aware of any advertisement of any of the Purchased Securities and is not acquiring the 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 (ff) no person has made to the Purchaser any written or oral representations: (i) that any person will resell or repurchase any of the Securities ; (ii) that any person will refund the purchase price of any of the Securities ; (iii) as to the future price or value of any of the Securities; or 2.3 Reliance, indemnity and notification of changes 2.4 Survival of representations and warranties
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Wolverine Technologies Corp.), Private Placement Subscription Agreement (Wolverine Exploration Inc.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(pa) the Purchaser is resident in at the United Statesaddress indicated on page 2 hereof;
(qb) the Purchaser has received and carefully read this Subscription Agreement;
(rc) 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;
(sd) 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 Units for an indefinite period of time, and can afford the complete loss of such investment;
(te) the Purchaser is aware that an investment in the Company Issuer is speculative and involves certain risks, including the possible loss of the investment;
(uf) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the 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;
(vg) 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;
(wh) 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 Units and the CompanyIssuer, and the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(xi) the Purchaser understands and agrees that the Company 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 CompanyIssuer;
(yj) all information contained in the Questionnaire is complete and accurate and may be relied upon by the CompanyIssuer, and the Purchaser will notify the Company Issuer immediately of any material change in any such information occurring prior to the closing Closing of the purchase of the Securities ;
(zk) the Purchaser is purchasing the Purchased Securities Units for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased SecuritiesUnits, and the Purchaser has not subdivided his interest in the Purchased Securities Units with any other person;
(aal) 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 Securities ;
(bbm) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities Units and the Company Issuer and has depended on the advice of its legal and financial advisors and agrees that the Company Issuer will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities Units and the CompanyIssuer;
(ccn) if the Purchaser is acquiring the Purchased Securities Units as a fiduciary or agent for one or more investor accounts, the 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;
(ddo) if the Purchaser is acquiring the Purchased Securities Units as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(eep) the Purchaser is not aware of any advertisement of any of the Purchased Securities Units and is not acquiring the Purchased Securities 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
(ffq) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the Securities ;
(ii) that any person will refund the purchase price of any of the Securities ;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity (iv) that any of the Securities will be listed and notification posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of changes
2.4 Survival the Securities of representations and warrantiesthe Issuer on any stock exchange or automated dealer quotation system.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Life Stem Genetics Inc.), Private Placement Subscription Agreement (Life Stem Genetics Inc.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(pr) the Purchaser is resident in the United States;
(qs) the Purchaser has received and carefully read this Subscription Agreement;
(rt) 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;
(su) 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 Units for an indefinite period of time, and can afford the complete loss of such investment;
(tv) the Purchaser is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(uw) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the 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;
(vx) 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;
(wy) 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 Units and the Company, and the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(xz) 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;
(yaa) 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 ;
(zbb) the Purchaser is purchasing the Purchased Securities Units for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased SecuritiesUnits, and the Purchaser has not subdivided his interest in the Purchased Securities Units with any other person;
(aacc) 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 Securities ;
(bbdd) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities Units and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities Units and the Company;
(ccee) if the Purchaser is acquiring the Purchased Securities Units as a fiduciary or agent for one or more investor accounts, the 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;
(ddff) if the Purchaser is acquiring the Purchased Securities Units as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(eegg) the Purchaser is not aware of any advertisement of any of the Purchased Securities Units and is not acquiring the Purchased Securities Units as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, SUBSCRIPTION AGREEMENT (WITH RELATED APPENDICES, SCHEDULES AND FORMS) PAGE 11 OF 12 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
(ffhh) no person has made to the Purchaser any written or oral representations:
: (i) that any person will resell or repurchase any of the Securities ;
; (ii) that any person will refund the purchase price of any of the Securities ;
; (iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity and notification of changes
2.4 Survival of representations and warranties
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Sunergy Inc)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(pa) the Purchaser is resident in at the United Statesaddress indicated on page 2 hereof;
(qb) the Purchaser has received and carefully read this Subscription Agreement;
(rc) 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;
(sd) 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 Shares for an indefinite period of time, and can afford the complete loss of such investment;
(te) the Purchaser is aware that an investment in the Company Issuer is speculative and involves certain risks, including the possible loss of the investment;
(uf) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the 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;
(vg) 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;
; (wh) 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 Shares and the CompanyIssuer, and the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(xi) the Purchaser understands and agrees that the Company Issuer and others will rely upon the truth and accuracy of the acknowledgementsacknowledgments, 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 CompanyIssuer;
(yj) all information contained in the Questionnaire is complete and accurate and may be relied upon by the CompanyIssuer, and the Purchaser will notify the Company Issuer immediately of any material change in any such information occurring prior to the closing Closing of the purchase of the Securities Securities;
(zk) the Purchaser is purchasing the Purchased Securities Shares for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased SecuritiesShares, and the Purchaser has not subdivided his interest in the Purchased Securities Shares with any other person;
(aal) 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 Securities Securities;
(bbm) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities Shares and the Company Issuer and has depended on the advice of its legal and financial advisors and agrees that the Company Issuer will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities Shares and the CompanyIssuer;
(ccn) if the Purchaser is acquiring the Purchased Securities Shares as a fiduciary or agent for one or more investor accounts, the 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;
(ddo) if the Purchaser is acquiring the Purchased Securities Shares as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(eep) the Purchaser is not aware of any advertisement of any of the Purchased Securities Shares and is not acquiring the Purchased Securities 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
(ffq) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the Securities Securities;
(ii) that any person will refund the purchase price of any of the Securities Securities;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity (iv) that any of the Securities will be listed and notification posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of changes
2.4 Survival the Securities of representations and warrantiesthe Issuer on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Park Place Energy Corp.)
Representations by the Purchaser. The Purchaser represents hereby acknowledges, represents, warrants and warrants to the Issuer that, agrees as at the Agreement Date and at the Closingfollows:
(pa) The Common Stock is not registered under the Securities Act of 1933 (the "Securities Act") or any state securities laws. The Purchaser understands that the Offering is resident intended to be exempt from federal and state registration by virtue of exemptions from registration available under the Securities Act, including Section 4(1) thereof, based, in part, upon the United States;
(q) the Purchaser has received representations, warranties and carefully read agreements contained in this Stock Subscription Agreement;
(rb) Neither the Securities and Exchange Commission (the "Commission") nor any state securities commission has approved the Shares or passed upon or endorsed the merits of the Offering;
(c) The Purchaser has had a reasonable opportunity to ask questions of and receive answers from the legal capacity Offerors, or persons acting on behalf of the Company, concerning the Offering and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto andthe Company, 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 such questions have been obtained answered to authorize execution and performance of this Subscription Agreement on behalf the full satisfaction of the Purchaser;
(sd) In evaluating the suitability of an investment in the Shares, the Purchaser has not relied upon any representation or other information (ioral or written) has adequate net worth other than as stated in the Company's prospectus dated January 22, 1998, the Company's unaudited financial statements for the 12 month period ended December 31, 1997, the Company's unaudited financial statements for the 3 months period ended March 31, 1998 and means the letter of providing intent for its current financial needs the Company's initial public offering, all of which are attached hereto as Exhibit "B," and possible personal contingencies, any other written information authorized by the Offerors to be disclosed to the Purchaser;
(iie) has no need for liquidity in this investmentThe Purchaser is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the Offering;
(iiif) is able The Purchaser has taken no action which would give rise to bear any claim by any person for brokerage commissions, finders' fees or the economic like relating to this Stock Subscription Agreement or the transactions contemplated hereby;
(g) The Purchaser has such knowledge and experience in financial, tax, and business matters so as to enable him or her to utilize the information made available to him or her in connection with the Offering to evaluate the merits and risks of an investment in the Purchased Securities for Shares and to make an indefinite period of time, and can afford the complete loss of such investmentinformed investment decision with respect thereto;
(th) the The Purchaser is aware that not relying on the Offerors or the Company respecting the tax and other economic considerations of an investment in the Company is speculative Shares and involves certain risksthe Purchaser has relied on the advice of, including the possible loss of the investmentor has consulted with, only his or her own advisors;
(ui) The Purchaser is acquiring the entering into Shares solely for his or her own account for investment and not with a view to resale, assignment or distribution to others;
(j) The Purchaser has adequate means of this Subscription Agreement providing for the Purchaser's current needs and foreseeable personal contingencies and has no need for the transactions contemplated hereby do not result Purchaser's investment in the violation Shares to be liquid;
(k) The Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act by satisfying any one or more of the terms following criteria:
(i) The Purchaser is a natural person who had individual income of more than $200,000 in each of the most recent two years or joint income with my spouse in excess of $300,000 in each of the most recent two years and provisions reasonably expect to reach that same income level for the current year ("income," for purposes hereof, should be computed as follows: individual adjusted gross income, as reported (or to be reported) on a federal income tax return, increased by (1) any deduction of long-term capital gains under Section 1202 of the Internal Revenue Code of 1986 (the "Code"), (2) any law applicable todeduction for depletion under Section 611 et. seq. of the Code, or(3) any exclusion for interest under Section 103 of the Code and (4) any losses of a partnership as reported on Schedule E of Form 1040);
(ii) The Purchaser is a natural person whose individual net worth (I.E., total assets in excess of total liabilities), or joint net worth with my spouse, will at the time of purchase of the Shares be in excess of $1,000,000;
(iii) The Purchaser is a bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Act; an investment company registered under the Investment Corporation Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a Small Business Investment Corporation licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if applicablesuch plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the constating documents ofinvestment decision is made by a plan fiduciary, the Purchaseras defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of any agreement$5,000,000 or if a self-directed plan, written or oral, to which the Purchaser may be a party or with investment decisions made solely by which the persons that are "accredited investors;"
(iv) The Purchaser is or may be bounda private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
(v) the The Purchaser has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement is an organization described in Section 501(c)(3) of the Purchaser enforceable against Internal Revenue Code of 1986, as amended, corporation, Massachusetts business trust, or partnership, not formed for the Purchaserspecific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
(wvi) The Purchaser is a trust, which trust has total assets in excess of $5,000,000, which is not formed for the Purchaser specific purpose of acquiring the Shares offered hereby and whose purchase is directed by a sophisticated person as described in Rule 506(b)(ii) of Regulation D and who has the requisite such knowledge and experience in financial and business matters as to be that he is capable of evaluating the risks and merits of an investment in the Shares;
(vii) The Purchaser is a director or executive officer of the Company; or
(viii) The Purchaser is an entity (other than a trust) in which all of the equity owners meet the requirements of at least one of the above subparagraphs.
(l) The Purchaser: (i) if a natural person represents that the Purchaser has reached the age of 21 and risks of has full power and authority to execute and deliver this Stock Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and has adequate means for providing for his or her current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Purchased Securities Shares; (ii) if a corporation, partnership, association, joint stock company, trust, unincorporated organization or other entity represents that such entity was not formed for the specific purpose of acquiring the Shares, such entity is duly organized validly existing and in good standing under the laws do the jurisdiction of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of any applicable law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Stock Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares, the execution and delivery of this Stock Subscription Agreement has been fully authorized by all necessary action, this Stock Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; and (iii) if executing this Stock Subscription Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Stock Subscription Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or other entity for wxxx the Purchaser is executing this Stock Subscription Agreement, and such individual, ward, partnership, trust, estate, corporation, or other entity has fxxx right and power to perform pursuant to this Stock Subscription Agreement and make an investment in the Company, and that this Stock Subscription Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Stock Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnairea party or by which it is bound;
(xm) The Purchaser has had the Purchaser understands opportunity to obtain any additional reasonably available information necessary to verify the accuracy of the information contained in Exhibit "B" attached hereto and agrees that all reasonably available documents received or reviewed in connection with the Offering and has had the opportunity to meet with the Offerors or representatives of the Company and others will rely upon to have them answer any questions and provide additional information regarding the truth terms and accuracy conditions of this particular investment and the finances, operations, business and prospects of the acknowledgements, representations Company and agreements contained in this Subscription Agreement, the Offering deemed relevant by the Purchaser and agrees that if any of all such acknowledgements, representations and agreements are no longer accurate or questions have been breached, answered and requested information provided to the Purchaser shall promptly notify the CompanyPurchaser's full satisfaction;
(yn) all The information contained in the Questionnaire herein is complete and accurate and may be relied upon by the Company, Company and the Offerors in determining the availability of an exemption from registration under federal and state securities laws in connection with the Offering;
(o) The Purchaser will notify has significant prior investment experience, including investment in non-listed and non-registered securities. The Purchaser is knowledgeable about investment consideration in small companies in early stages of development. The Purchaser has a sufficient net worth to sustain a loss of its entire investment in the Company immediately in the event such a loss should occur. The Purchaser's overall commitment to investments which are not readily marketable is not excessive in view of any material change in any such information occurring prior to the closing of its net worth and financial circumstances and the purchase of the Securities Shares will not cause such commitment to become excessive. The investment is a suitable one for the Purchaser;
(zp) the The Purchaser is purchasing the Purchased Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale satisfied that it has received information with respect to others, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in the Purchased Securities with any other person;
(aa) the Purchaser is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser participating, pursuant all matters which it considers material to a contractual agreement or otherwise, in the distribution of the Securities ;
(bb) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities and the Companymake this investment;
(ccq) if The Purchaser acknowledges that the Offerors shall, in their sole discretion, have the right to accept or reject Purchaser's subscription, in whole or in part, for any reason or for no reason. If Purchaser's subscription is accepted by the Offerors, Purchaser is acquiring shall, and Purchaser hereby elects to, execute any and all further documents necessary, in the Purchased Securities as a fiduciary or agent for one or more investor accounts, the 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 opinion of the 1933 Act;Company, to complete the Purchaser's subscription and become a shareholder of the Company.
(ddr) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accountsNOTICES TO PURCHASERS THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, the Purchaser has sole investment discretion with respect to each such accountOR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, and the Purchaser has full power to make the foregoing acknowledgementsANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, representations and agreements on behalf of such account;
NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT (eeTHE "FLORIDA ACT") the Purchaser is not aware of any advertisement of any of the Purchased Securities and is not acquiring the Purchased Securities as a result of any form of general solicitation or general advertising including advertisementsIN RELIANCE UPON EXEMPTIONS CONTAINED THEREIN. PROSPECTIVE INVESTORS WHO RESIDE IN FLORIDA ARE ADVISED THAT WHERE SALES ARE MADE TO FIVE (5) OR MORE PERSONS PURSUANT TO SECTION 517.061(11)(a)(5) OF THE FLORIDA ACT, articlesSUCH SALES ARE VOIDABLE BY THE PURCHASER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ESCROW AGENT, notices or other communications published in any newspaperOR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO THE PURCHASER, 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
(ff) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the Securities ;
(ii) that any person will refund the purchase price of any of the Securities ;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity and notification of changes
2.4 Survival of representations and warrantiesWHICHEVER OCCURS LATER.
Appears in 1 contract
Samples: Stock Subscription Agreement (Galacticomm Technologies Inc)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(pq) the Purchaser is resident in the United States;
(qr) the Purchaser has received and carefully read this Subscription Agreement;
(rs) 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;
(st) 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;
(tu) the Purchaser is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(uv) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the 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;
(vw) 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;
(wx) 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;
(xy) 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;
(yz) 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 ;
(zaa) the Purchaser is purchasing the Purchased Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in the Purchased Securities with any other person;
(aabb) 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 Securities ;
(bbcc) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities and the Company;
(ccdd) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the 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;
(ddee) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(eeff) the Purchaser is not aware of any advertisement of any of the Purchased Securities and is not acquiring the 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
(ffgg) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the Securities ;
(ii) that any person will refund the purchase price of any of the Securities ;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity (iv) that any of the Securities will be listed and notification posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of changes
2.4 Survival the Securities of representations and warrantiesthe Company on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Blue Sky Petroleum Inc.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(pa) the Purchaser is resident in the United States;
(qb) the Purchaser has received and carefully read this Subscription Agreement;
(rc) 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;
(sd) 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;
(te) the Purchaser is aware that an investment in the Company Issuer is speculative and involves certain risks, including the possible loss of the investment;
(uf) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the 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;
(vg) 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;
(wh) 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 CompanyIssuer, and the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(xi) the Purchaser understands and agrees that the Company 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 CompanyIssuer;
(yj) all information contained in the Questionnaire is complete and accurate and may be relied upon by the CompanyIssuer, and the Purchaser will notify the Company Issuer immediately of any material change in any such information occurring prior to the closing of the purchase of the Securities Securities;
(zk) the Purchaser is purchasing the Purchased Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in the Purchased Securities with any other person;
(aal) 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 Securities Securities;
(bbm) the Purchaser understands and agrees that none of the 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 the Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(o) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities and the Company Issuer and has depended on the advice of its legal and financial advisors and agrees that the Company Issuer will not be responsible in anyway any way whatsoever for the Purchaser's ’s decision to invest in the Purchased Securities and of the CompanyIssuer;
(ccp) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the 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;
(ddq) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(eer) the Purchaser is not aware of any advertisement of any of the Purchased Securities and is not acquiring the 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
(ffs) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the Securities Securities;
(ii) that any person will refund the purchase price of any of the Securities Securities;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity (iv) that any of the Securities will be listed and notification posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of changes
2.4 Survival the Securities of representations and warrantiesthe 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:
(pa) the Purchaser is resident in the United States;
(qb) the Purchaser has received and carefully read this Subscription Agreement;
(rc) 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;
(sd) 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;
(te) the Purchaser is aware that an investment in the Company Issuer is speculative and involves certain risks, including the possible loss of the investment;
(uf) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the 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;
(vg) 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;
(wh) 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 CompanyIssuer, and the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(xi) the Purchaser understands and agrees that the Company 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 CompanyIssuer;
(yj) all information contained in the Questionnaire is complete and accurate and may be relied upon by the CompanyIssuer, and the Purchaser will notify the Company Issuer immediately of any material change in any such information occurring prior to the closing of the purchase of the Securities Securities;
(zk) the Purchaser is purchasing the Purchased Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in the Purchased Securities with any other person;
(aal) 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 Securities Securities;
(bbm) the Purchaser understands and agrees that none of the 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 the Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(o) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities and the Company Issuer and has depended on the advice of its legal and financial advisors and agrees that the Company Issuer will not be responsible in anyway any way whatsoever for the Purchaser's ’s decision to invest in the Purchased Securities and of the CompanyIssuer;
(ccp) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the 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;
; (ddq) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(ee) the Purchaser is not aware of any advertisement of any of the Purchased Securities and is not acquiring the 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
(ff) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the Securities ;
(ii) that any person will refund the purchase price of any of the Securities ;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity and notification of changes
2.4 Survival of representations and warranties
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:
(p) 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;
(s) 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, or, if applicable, 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;
(v) 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;
(w) 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 for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in the Purchased Securities with any other person;
(aa) 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 Securities ;
(bb) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities and the Company;
(cc) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the 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;
(dd) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(ee) the Purchaser is not aware of any advertisement of any of the Purchased Securities and is not acquiring the 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
(ff) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the Securities ;
(ii) that any person will refund the purchase price of any of the Securities ;
(iii) as to the future price or value of any of the Securities; oror (iv) that any of the 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 Securities of the Company on any stock exchange or automated dealer quotation system.
2.3 Reliance, indemnity and notification of changes
2.4 Survival of representations and warranties
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Wolverine Exploration Inc.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(p) the Purchaser is resident in the United States;
(q) the Purchaser has received and carefully read this Subscription Agreement;
(ra) 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;
(sb) 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;
(tc) all information contained in the Questionnaire and the BC Questionnaire is complete and accurate and may be relied upon by the Issuer, and the Purchaser is aware that an investment will notify the Issuer immediately of any material change in any such information occurring prior to the Company is speculative and involves certain risks, including the possible loss closing of the investmentpurchase of the Purchased Securities;
(ud) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, to the constating documents of, the Purchaser, 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;
(ve) 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;
(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 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;
(wh) the Purchaser is acquiring the 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 Securities in the United States or to U.S. Persons;
(i) 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 CompanyIssuer, and the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire and the BC 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 for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in the Purchased Securities with any other person;
(aaj) 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 Securities Purchased Securities;
(bbk) the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has made an independent examination such knowledge and investigation experience in business matters as to be capable of an evaluating the merits and risks of its prospective investment in the Purchased Securities Securities; and (iii) has the Company and has depended on ability to bear the advice economic risks of its legal prospective investment and financial advisors and agrees that can afford the Company will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities and the Companycomplete loss of such investment;
(ccl) if the Purchaser is acquiring acknowledges that the Purchaser has not acquired the Purchased Securities as a fiduciary 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 Securities which would include any activities undertaken for the purpose of, or agent that could reasonably be expected to have the effect of, conditioning the market in the United States for one the resale of the Securities; provided, however, that the Purchaser may sell or more investor accountsotherwise dispose of the Securities pursuant to registration of the 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 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 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 registration requirements of the 1933 Act;
(ddn) if the Purchaser is acquiring understands and agrees that offers and sales of any of the Purchased Securities prior to the expiration of a period of one year after the date of original issuance of the Securities (the one year period hereinafter referred to as a fiduciary 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 agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such accountan exemption therefrom, and that all offers and sales after the Purchaser has full power to make Distribution Compliance Period shall be made only in compliance with the foregoing acknowledgements, representations registration provisions of the 1933 Act or an exemption therefrom and agreements on behalf of such accountin each case only in accordance with applicable state and provincial securities laws;
(eeo) the Purchaser understands and agrees not to engage in any hedging transactions involving any of the 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 Issuer will refuse to register any transfer of the 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 Purchased Securities and is not acquiring the 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
(ffr) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the Securities ;
(ii) that any person will refund the purchase price of any of the Securities Securities;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity (iv) that any of the Securities will be listed and notification posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of changes
2.4 Survival the Securities of representations and warrantiesthe 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:
(pa) the Purchaser is resident in the United States;
(qb) the Purchaser has received and carefully read this Subscription Agreement;
(rc) 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;
(sd) 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;
(te) the Purchaser is aware that an investment in the Company Issuer is speculative and involves certain risks, including the possible loss of the investment;
(uf) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the 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;
(vg) 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;
(wh) 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 CompanyIssuer, and the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(xi) the Purchaser understands and agrees that the Company 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 CompanyIssuer;
(yj) all information contained in the Questionnaire is complete and accurate and may be relied upon by the CompanyIssuer, and the Purchaser will notify the Company Issuer immediately of any material change in any such information occurring prior to the closing of the purchase of the Securities Securities;
(zk) the Purchaser is purchasing the Purchased Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in the Purchased Securities with any other person;
(aal) 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 Securities Securities;
(bbm) the Purchaser understands and agrees that none of the 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 the Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(o) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities and the Company Issuer and has depended on the advice of its legal and financial advisors and agrees that the Company Issuer will not be responsible in anyway any way whatsoever for the Purchaser's ’s decision to invest in the Purchased Securities and of the CompanyIssuer;
(ccp) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the 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;
; (ddq) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(eer) the Purchaser is not aware of any advertisement of any of the Purchased Securities and is not acquiring the 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
(ffs) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the Securities Securities;
(ii) that any person will refund the purchase price of any of the Securities Securities;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity (iv) that any of the Securities will be listed and notification posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of changes
2.4 Survival the Securities of representations and warrantiesthe 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:
(pa) the Purchaser is resident in at the United Statesaddress indicated on page 2 hereof;
(qb) the Purchaser has received and carefully read this Subscription Agreement;
(rc) 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;
(sd) 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 Shares for an indefinite period of time, and can afford the complete loss of such investment;
(te) the Purchaser is aware that an investment in the Company Issuer is speculative and involves certain risks, including the possible loss of the investment;
(uf) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the 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;
(vg) 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;
(wh) 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 Shares and the CompanyIssuer, and the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(xi) the Purchaser understands and agrees that the Company 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 CompanyIssuer;
(yj) all information contained in the Questionnaire is complete and accurate and may be relied upon by the CompanyIssuer, and the Purchaser will notify the Company Issuer immediately of any material change in any such information occurring prior to the closing Closing of the purchase of the Securities ;
(zk) the Purchaser is purchasing the Purchased Securities Shares for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased SecuritiesShares, and the Purchaser has not subdivided his interest in the Purchased Securities Shares with any other person;
(aal) 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 Securities ;
(bbm) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities Shares and the Company Issuer and has depended on the advice of its legal and financial advisors and agrees that the Company Issuer will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities Shares and the CompanyIssuer;
(ccn) if the Purchaser is acquiring the Purchased Securities Shares as a fiduciary or agent for one or more investor accounts, the 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;
(ddo) if the Purchaser is acquiring the Purchased Securities Shares as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(eep) the Purchaser is not aware of any advertisement of any of the Purchased Securities Shares and is not acquiring the Purchased Securities 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
(ffq) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the Securities ;
(ii) that any person will refund the purchase price of any of the Securities Securities;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity (iv) that any of the Securities will be listed and notification posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of changes
2.4 Survival the Securities of representations and warrantiesthe Issuer on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Falconridge Oil Technologies Corp.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(p) 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;
(s) 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, or, if applicable, 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;
(v) 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;
(w) 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 for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in the Purchased Securities with any other person;
(aa) 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 Securities ;
(bb) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities and the Company;
(cc) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the 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;
(dd) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(ee) the Purchaser is not aware of any advertisement of any of the Purchased Securities and is not acquiring the 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
(ff) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the Securities ;
(ii) that any person will refund the purchase price of any of the Securities ;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity and notification of changes
2.4 Survival of representations and warranties
Appears in 1 contract
Samples: 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:
(pa) 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 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 Exchange;
(c) this subscription has not been solicited in any other manner contrary to the Applicable Legislation or the 1933 Act;
(d) the Purchaser (and if the Purchaser is resident a partnership, each partner thereof) is at arm’s length (as that term is used in the United StatesITA) with the Issuer and, notwithstanding the fulfilment or non-fulfilment of the Notice Requirement, the Purchaser acknowledges that, if at any time during the year following the Closing Year, the Purchaser is not at arm’s length with the Issuer and the Issuer renounces Qualifying Expenses it incurs or plans to incur pursuant to paragraphs 11.1(a) and 11.1(b) below, notwithstanding the provisions of those paragraphs, the renunciation will not be effective December 31 of the Closing Year and, as a result, the Purchaser:
(i) may be subject to increased income tax liabilities for the Closing Year; and
(ii) may be required to file appropriate amendments to the Purchaser’s income tax return for the Closing Year and other years;
(qe) the Purchaser or the Disclosed Principal for which it is acting, as the case may be:
(i) is an Accredited Investor, by virtue of the fact that the Purchaser or such Disclosed Principal, as the case may be, falls within one or more of the sub-paragraphs of the definition of Accredited Investor set out in the Certificate of Accredited Investor in the form attached hereto as Schedule “A” (the Purchaser having checked and initialled the sub-paragraph(s) applicable to the Purchaser or such Disclosed Principal, as the case may be, including Appendix I for certain accredited investors who are individual persons if applicable); or
(ii) is qualified to purchase the Securities pursuant to the exemption contained in either Section 2.5, Section 2.6 or Section 2.6.1 of National Instrument 45-106 (the “Family, Friends and Business Associates Exemption”), provided that no commission or finder’s fee is paid to any director, officer, founder or control person of the Issuer or an affiliate of the Issuer in connection with the distribution (the Purchaser having duly completed and executed the Family, Friends and Business Associates Status Certificate in the form attached hereto as Schedule “B”, including Appendix I for certain Purchasers resident in Saskatchewan and Appendix II for all Purchasers resident in Ontario); or
(iii) is not an individual person and is purchasing Securities having an aggregate acquisition cost of not less than $150,000, paid in cash at the time of the trade, provided that the Purchaser was not created solely to purchase or hold securities in reliance on this exemption from the prospectus and registration requirements (the Purchaser having duly completed and executed the Minimum Amount Investment Status Certificate in the form attached hereto as Schedule “C”);
(f) 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;
(g) the Purchaser has received no knowledge of a “material fact” or “material change” (as those terms are defined in the Applicable Legislation) in the affairs of the Issuer that has not been generally disclosed to the public, except knowledge of this particular transaction;
(h) the offer made by this subscription is irrevocable (subject to the Purchaser’s right to withdraw the subscription and carefully read to terminate the obligations as set out in this Subscription Agreement) and requires acceptance by the Issuer and approval of the Exchange;
(ri) 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;
(sj) the offer was not made to 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 when the economic risks of an investment Purchaser was in the Purchased Securities for an indefinite period of timeUnited States and, and can afford at the complete loss of such investmenttime the Purchaser’s buy order was made to the Issuer, the Purchaser was outside the United States;
(tk) the Purchaser is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investmentnot a U.S. Person;
(ul) the Purchaser is not and will not be purchasing the Securities for the account or benefit of any U.S. Person;
(m) the entering into of this Subscription Agreement and the transactions contemplated hereby do will not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, or the constating documents of, the Purchaser, 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;
(vn) the Purchaser this Subscription Agreement has been duly executed and delivered this Subscription Agreement by the Purchaser and it constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser;
(wo) the Purchaser has the requisite knowledge and experience in financial and business matters been independently advised as to be capable of evaluating the merits and risks applicable hold period imposed in respect of the investment Securities by securities legislation in the Purchased jurisdiction in which the Purchaser resides and confirms that no representation has been made respecting the applicable hold periods for the Securities and is aware of the Company, risks and other characteristics of the Securities and of the fact that the Purchaser is providing evidence of such knowledge may not be able to resell the Securities except in accordance with the applicable securities legislation and experience in these matters through the information requested in the Questionnaireregulatory policies;
(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 ;
(zp) the Purchaser is purchasing capable of assessing the Purchased Securities for its own account for proposed investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in the Purchased Securities with any other person;
(aa) 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 Securities ;
(bb) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities and the Company;
(cc) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the 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;
(dd) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(ee) the Purchaser is not aware of any advertisement of any of the Purchased Securities and is not acquiring the Purchased Securities as a result of the Purchaser’s financial and business experience or as a result of advice received from a registered person other than the Issuer or any form affiliates of general solicitation the Issuer;
(q) if required by applicable securities legislation, policy or general advertising including advertisementsorder or by any securities commission, articles, notices stock exchange or other communications published regulatory authority, the Purchaser will execute, deliver, file and otherwise assist the Issuer in any newspaperfiling, magazine or similar media or broadcast over radio or televisionsuch reports, or any seminar or meeting whose attendees have been invited by general solicitation or general advertisingundertakings and other documents with respect to the issue of the Securities as may be required; and
(ffr) no person has made none of the funds being used to purchase Securities hereunder are to the Purchaser’s knowledge proceeds obtained or derived directly or indirectly as a result of illegal activities. The funds being used to purchase Securities hereunder which will be advanced by the Purchaser any written or oral representations:
(i) that any person to the Issuer will resell or repurchase any not represent proceeds of crime for the purposes of the Securities ;
Proceeds of Crime (ii) that any person will refund the purchase price of any of the Securities ;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity and notification of changes
2.4 Survival of representations and warrantiesMoney Laundering)
Appears in 1 contract
Samples: Subscription Agreement
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(pi) the Purchaser is resident in the United States;
(qii) the Purchaser has received and carefully read this Subscription Agreement;
(riii) 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;
(siv) 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;
(tv) the Purchaser is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(uvi) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the 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;
(vvii) 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;
(wviii) 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;
(xix) 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;
(yx) 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 Securities;
(zxi) the Purchaser is purchasing the Purchased Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in the Purchased Securities with any other person;
(aaxii) 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 Securities Securities;
(bbxiii) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities and the Company;
(ccxiv) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the 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;
(ddxv) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(eexvi) the Purchaser is not aware of any advertisement of any of the Purchased Securities and is not acquiring the 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
(ffxvii) no person has made to the Purchaser any written or oral representations:
(ia) that any person will resell or repurchase any of the Securities Securities;
(iib) that any person will refund the purchase price of any of the Securities Securities;
(iiic) as to the future price or value of any of the Securities; or
2.3 Reliance(d) that any of the 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 Securities of the Company on any stock exchange or automated dealer quotation system.
(xviii) the Purchaser is purchasing the Securities hereunder and will not offer, indemnity sell or transfer all or any portion of the Securities (and notification the securities which may be issued directly or indirectly, in exchange therefore or in connection therewith), or any securities which may be issued to the Purchaser, directly or indirectly, in exchange therefore or in connection therewith, except:
(a) to the Company; or
(b) outside the United States in compliance with Rule 904 of changesRegulation S under the U.S. Securities Act, if available; or
2.4 Survival (c) with the prior written approval of representations the Company, pursuant to an exemption from registration under the 1933 Act, provided the Company shall have received an opinion of counsel to the holder in form and warrantiessubstance satisfactory to the Company to the effect that registration is not required.
(xix) the Purchaser understands and acknowledges that upon the original issuance of the Securities and until such time as is no longer required under applicable requirements of the 1933 Act or applicable state securities laws, all certificates representing the Securities (and the securities which may be issued directly or indirectly, in exchange therefor or in connection therewith) and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. provided that if the Securities have been listed on TSX Venture Exchange and are being sold in compliance with the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with local laws and regulations, the legend may be removed after the applicable seasoning period by providing a declaration to the registrar and transfer agent for the Securities to the following effect (or as the Company or transfer agent may prescribe from time to time) together with such additional evidence as the Company or transfer agent may reasonably require from time to time which may include an opinion of counsel, to the effect that registration under the 1933 Act is not required: The undersigned (a) acknowledges that the sale of the securities of the Company to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "1933 Act") and (b) certifies that (1) the undersigned is not an "affiliate" of the Company as that term is defined in Rule 405 under the 1933 Act, (2) the offer of such securities will not be made to a person in the United States and either (A) at the time the buy order is originated, the buyer will be outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer will be outside the United States or (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange or the TSX Venture Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as that term is defined in Rule 144(a)(3) under the 1933 Act), (5) the seller does not intend to replace such securities with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S; provided further, that, if any of the Securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery of an opinion of counsel of recognized standing in form and substance satisfactory to the Company, to the effect that the legend is no longer required under applicable requirements of the 1933 Act or state securities laws; and the Purchaser consents to the Company making a notation on its records or giving instructions to any transfer agent of the Securities in order to implement the restrictions in transfer set forth and described herein.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Tornado Gold International Corp)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(pa) the Purchaser Subscriber is resident in the United States;
(qb) the Purchaser Subscriber has received and carefully read this Subscription Agreement;
(rc) the Purchaser Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Purchaser Subscriber 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 PurchaserSubscriber;
(sd) the Purchaser Subscriber (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 Units for an indefinite period of time, and can afford the complete loss of such investment;
(te) the Purchaser Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(uf) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the PurchaserSubscriber, or of any agreement, written or oral, to which the Purchaser Subscriber may be a party or by which the Purchaser Subscriber is or may be bound;
(vg) the Purchaser Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Purchaser Subscriber enforceable against the PurchaserSubscriber;
(wh) the Purchaser Subscriber 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 Units and the Company, and the Purchaser Subscriber is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(xi) the Purchaser Subscriber 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 Subscriber shall promptly notify the Company;
(yj) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company, and the Purchaser Subscriber will notify the Company immediately of any material change in any such information occurring prior to the closing of the purchase of the Securities Units;
(zk) the Purchaser Subscriber is purchasing the Purchased Securities Units for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased SecuritiesUnits, and the Purchaser Subscriber has not subdivided his interest in the Purchased Securities Units with any other person;
(aal) the Purchaser Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Purchaser Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities Units;
(bbm) the Purchaser Subscriber has made an independent examination and investigation of an investment in the Purchased Securities Units and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the PurchaserSubscriber's decision to invest in the Purchased Securities Units and the Company;
(ccn) if the Purchaser Subscriber is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the investor accounts for which the Purchaser Subscriber 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;
(ddo) if the Purchaser Subscriber is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the Purchaser Subscriber has sole investment discretion with respect to each such account, and the Purchaser Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(eep) the Purchaser Subscriber is not aware of any advertisement of any of the Purchased Securities and is not acquiring the 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
(ffq) no person has made to the Purchaser Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities Purchased Securities;
(ii) that any person will refund the purchase price of any of the Securities Purchased Securities;
(iii) as to the future price or value of any of the Purchased Securities; or
2.3 Reliance, indemnity (iv) that any of the Securities will be listed and notification posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of changes
2.4 Survival the Securities of representations and warrantiesthe Company on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (American Uranium Corp)
Representations by the Purchaser. The Purchaser hereby represents on the date of this Agreement, on the date of each Closing and the dates of any exercise of the Warrants as follows:
(a) It is the Purchaser's present intention to acquire the Notes and the Warrants for its own account and the Notes and the Warrants are being and will be acquired for the purpose of investment and not with a view to distribution or resale thereof.
(b) The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act (as hereinafter defined) and was not organized for the specific purpose of acquiring the Notes and the Warrants.
(c) The Purchaser and its representatives understand that (a) the Notes, Warrants and the shares underlying the Notes and Warrants have not been registered under the Securities Act or the securities laws of any state; (b) the Notes and Warrants are and will be, and upon issuance the shares underlying the Notes and Warrants will be, "restricted securities," as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Securities Act; (c) unless they have been first registered under the Securities Act and all applicable state securities laws, the Notes and Warrants, and upon their issuance, the shares underlying the Notes and Warrants, may only be offered, sold or otherwise transferred to Purchaser or pursuant to an effective registration under the Securities Act or an exemption from registration under the Securities Act, in each case, after providing a satisfactory legal opinion to the Company; (d) the Notes and Warrants, and the certificates for the shares underlying the Notes and Warrants will bear a legend to the effect that their transfer is subject to the provisions hereof; and (e) stop transfer instructions will be placed with the transfer agent for the Purchaser's common stock;
(d) The Purchaser represents that it and warrants its representatives have sufficient knowledge and experience in investing in companies similar to the Issuer thatCompany in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof. Purchaser acknowledges that Purchaser and its representatives have had an opportunity to make an independent examination of the investment, as at accounting and tax aspects of the Agreement Date proposed purchase transaction having relied solely upon the advice, if any, of Purchaser's counsel, accountants, or business advisors with regard to the various considerations involved in making an investment in the Company, and at agrees that the Closing:Company has no responsibility with respect to such matters and any such advice. Purchaser further acknowledges that counsel to the Company does not represent the Purchaser. Purchaser hereby confirms to the Company that Purchaser and its representatives have been granted an opportunity to ask questions of and receive answers from, management of the Company concerning the terms and conditions of this investment and other matters.
(pe) The Purchaser and its representatives understand that an investment in the Company's Notes and Warrants is a speculative investment which involves a high degree of risk of loss of the Purchaser's entire investment and represents that (a) Purchaser has the financial ability to bear the economic risk of the Purchaser's investment in the Notes and Warrants, and (b) 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;
(s) 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, or, if applicable, 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;
(v) 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;
(w) 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 for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in the Purchased Securities with any other person;
(aa) 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 Securities ;
(bb) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities and the Company;
(cc) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the 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;
(dd) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the investment.
(f) The Purchaser has full all necessary power and has taken all action required to make all the foregoing acknowledgementsprovisions of this Agreement, representations the Notes, the Warrants and any other agreements on behalf of such account;and instruments executed by it in connection herewith and therewith the valid and enforceable obligations they purport to be.
(eeg) the Purchaser is not aware of any advertisement of any of the Purchased Securities and is not acquiring the Purchased Securities No Person has or will have, as a result of the transactions contemplated by this Agreement, any form of general solicitation right, interest or general advertising including advertisementsvalid claim against or upon the Purchaser for any commission, articles, notices fee or other communications published in compensation as a finder or broker because of any newspaper, magazine act or similar media or broadcast over radio or television, omission by the Purchaser or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
(ff) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any agent of the Securities ;
(ii) that any person will refund the purchase price of any of the Securities ;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity and notification of changes
2.4 Survival of representations and warrantiesPurchaser.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Gigabeam Corp)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(pq) the Purchaser is resident in the United States;
(qr) the Purchaser has received and carefully read this Subscription Agreement;
(rs) 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;
(st) 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;
(tu) the Purchaser is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(uv) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the 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;
; (vw) 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;
(wx) 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;
(xy) 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;
(yz) 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 ;
(zaa) the Purchaser is purchasing the Purchased Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased Securities, and the Purchaser has not subdivided his interest in the Purchased Securities with any other person;
(aabb) 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 Securities ;
(bbcc) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities and the Company;
(ccdd) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the 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;
(ddee) if the Purchaser is acquiring the Purchased Securities as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(eeff) the Purchaser is not aware of any advertisement of any of the Purchased Securities and is not acquiring the 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
(ffgg) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the Securities ;
; (ii) that any person will refund the purchase price of any of the Securities ;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity and notification of changes
2.4 Survival of representations and warranties
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Wolverine Exploration Inc.)
Representations by the Purchaser. The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(pq) the Purchaser is resident in at the United Statesaddress indicated on page 2 hereof;
(qr) the Purchaser has received and carefully read this Subscription Agreement;
(rs) 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;
(st) 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 Units for an indefinite period of time, and can afford the complete loss of such investment;
(tu) the Purchaser is aware that an investment in the Company Issuer is speculative and involves certain risks, including the possible loss of the investment;
(uv) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the 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;
(vw) 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;
(wx) 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 Units and the CompanyIssuer, and the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(xy) the Purchaser understands and agrees that the Company 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 CompanyIssuer;
(yz) all information contained in the Questionnaire is complete and accurate and may be relied upon by the CompanyIssuer, and the Purchaser will notify the Company Issuer immediately of any material change in any such information occurring prior to the closing Closing of the purchase of the Securities ;
(zaa) the Purchaser is purchasing the Purchased Securities Units for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Purchased SecuritiesUnits, and the Purchaser has not subdivided his interest in the Purchased Securities Units with any other person;
(aabb) 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 Securities ;
(bbcc) the Purchaser has made an independent examination and investigation of an investment in the Purchased Securities Units and the Company Issuer and has depended on the advice of its legal and financial advisors and agrees that the Company Issuer will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Purchased Securities Units and the CompanyIssuer;
(ccdd) if the Purchaser is acquiring the Purchased Securities Units as a fiduciary or agent for one or more investor accounts, the 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;
(ddee) if the Purchaser is acquiring the Purchased Securities Units as a fiduciary or agent for one or more investor accounts, the Purchaser has sole investment discretion with respect to each such account, and the Purchaser has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(eeff) the Purchaser is not aware of any advertisement of any of the Purchased Securities Units and is not acquiring the Purchased Securities 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
(ffgg) no person has made to the Purchaser any written or oral representations:
(i) that any person will resell or repurchase any of the Securities ;
(ii) that any person will refund the purchase price of any of the Securities ;
(iii) as to the future price or value of any of the Securities; or
2.3 Reliance, indemnity (iv) that any of the Securities will be listed and notification posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of changes
2.4 Survival the Securities of representations and warrantiesthe Issuer on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Park Place Energy Corp.)
