Representations by the Subscriber. The Subscriber represents and warrants to (on its own behalf and, if applicable, on behalf of the Beneficial Purchaser from whom the Subscriber is contracting hereunder) the Issuer that, as at the Agreement Date and at the Closing:
(a) the Subscriber and any Beneficial Purchaser are U.S. Persons;
(b) the Subscriber has received and carefully read this Subscription Agreement;
(c) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is an entity, it is duly incorporated or organized and validly subsisting under the laws of its jurisdiction of incorporation or organization and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(d) the Subscriber understands and acknowledges that the Securities have not been registered under the 1933 Act or any state securities laws and that the sale of the Units contemplated hereby is being made to a limited number of U.S. Accredited Investors in transactions not requiring registration under the 1933 Act; accordingly the Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act;
(e) the Subscriber acknowledges that the Issuer has not registered the offer and sale to the Subscriber of the Securities under the 1933 Act and the Subscriber acknowledges that there may be substantial restrictions on the transferability of, and that it may not be possible to liquidate its investment readily in, the Units;
(f) the Subscriber is a U.S. Accredited Investor and acknowledges that it is acquiring the Units as an investment for its own account or for the account of a U.S. Accredited Investor as to which it exercises sole investment discretion and not with a view to any resale, distribution or other disposition of the Units in violation of the federal or state securities laws of the United States and the Subscriber has concurrently executed and delivered the Certificate;
(g) the Subscriber will only offer, sell or otherwise transfer the Securities pursuant to an effective registration statement under the 1933 Act or pursuant to an exemption from the registration requirements imposed by the 1933 Act and in compliance with applicable state Securities Laws (and, in each case where there is no effective registration statement, only if an opinion of couns...
Representations by the Subscriber. 2.1 The Subscriber hereby represents and warrants to the Company as follows:
(a) The Common Stock are being purchase for his own account, for investment purposes only, not for the account of any other person, and not with a view to distribution, assignment or resale to others or to fractionation, in whole or in part. The Subscriber acknowledges that the offering and sale of the Shares has not been filed with or reviewed by the Securities and Exchange Commission (the "SEC") because of the Company's representations that this is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act").
(b) The Subscriber agrees that he will not sell, transfer or otherwise dispose of any of the Shares unless they are registered under the Securities Act or unless an exemption from such registration is available. The Subscriber must receive prior approval from the Company should he desire to transfer the securities. The request must be accompanied by an opinion of counsel reasonably satisfactory to the Company that the proposed sale, transfer or disposition does not result in a violation of the Securities Act or any applicable state "blue sky" laws (collectively, the "Securities Laws"). The Subscriber agrees to hold the Company and its directors, executive officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any sales, transfer or disposition of the Securities by the undersigned Subscriber in violation of any Securities Laws or any misrepresentation herein.
(c) The Company has made available to the Subscriber in connection with this transaction, at Subscriber's request, all S.E.
Representations by the Subscriber. The Subscriber represents and warrants to (on its own behalf and, if applicable, on behalf of the Beneficial Purchaser from whom the Subscriber is contracting hereunder) the Issuer that, as at the Agreement Date and at the Closing:
(a) the Subscriber and any Beneficial Purchaser are U.S. Persons;
(b) the Subscriber has received and carefully read this Subscription Agreement;
Representations by the Subscriber. The Subscriber hereby represents and warrants to the Company that:
Representations by the Subscriber. The Subscriber represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:
(a) the Subscriber is resident in the United States;
(b) the Subscriber has received and carefully read this Subscription Agreement;
(c) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a 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 Subscriber;
(d) the 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 Shares for an indefinite period of time, and can afford the complete loss of such investment;
(e) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(f) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(g) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(h) the 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 Shares and the Company, and the Subscriber is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(i) the 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 Subscriber shall promptly notify th...
