Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that: (b) 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; (c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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; (d) 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 in accordance with its terms; (e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation; (f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (g) the Subscriber is not a U.S. Person; (h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement; (i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber; (j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; (k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; (l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein; (n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 (o) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Securities; (ii) that any person will refund the purchase price of any of the Securities; (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 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.
Appears in 8 contracts
Samples: Private Placement Subscription Agreement (Momentous Holdings Corp.), Private Placement Subscription Agreement (Momentous Holdings Corp.), Private Placement Subscription Agreement (Bespoke Tricycles Inc)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber is not a U.S. Person, as that term is defined in accordance with its termsRegulation S;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person, as that term is defined in Regulation S;
(f) if the Subscriber is a resident of Canada, the Subscriber is an Accredited Investor (as defined in National Instrument 45-106) and the Subscriber agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Agreement:
(i) a fully completed and executed Questionnaire in the form attached as Exhibit A hereto; and
(ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as an Accredited Investor;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ih) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(ji) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(j) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
(k) the Subscriber is acquiring the Shares as principal for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Shares, and it has not subdivided its interest in the Shares with any other person;
(l) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Form 10-KSB and any other filings filed with the SEC;
(m) the Subscriber has made an independent examination and investigation of an investment in the Shares 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 any way whatsoever for the Subscriber’s decision to invest in the Shares and the Company;
(n) 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;
(o) 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 the Company;
(p) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Questionnaire and the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(q) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(r) 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 in accordance with its terms;
(s) it is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesShares or any of them;
(lt) the Subscriber (i) is able to fend for him/her/itself understands and agrees that none of the Shares have been or will, except as set forth in this Agreement, be 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 Subscription; (ii) has such knowledge United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, 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 and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment each case only in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentaccordance with applicable state securities laws;
(mu) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nv) the Subscriber understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(w) the Subscriber understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(x) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(y) the Subscriber is not aware of any advertisement of of, or any general solicitation in respect of, any of the Securities and is not acquiring the 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 advertisingShares; and
(oz) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company Shares on any stock exchange or automated dealer quotation system; except that the Company’s Common Stock is currently approved for trading on the U.S. Over the Counter Bulletin Board.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 6 contracts
Samples: Private Placement Subscription Agreement (Jammin Java Corp.), Private Placement Subscription Agreement (Jammin Java Corp.), Private Placement Subscription Agreement (Ayers Exploration Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) ), and acknowledges that the Company is relying thereon, that:
(a) the Subscriber is not a U.S. Person as that term is defined in Regulation S;
(b) the Subscriber is not acquiring the Note for the account or benefit of, directly or indirectly, any U.S. Person as that term is defined in Regulation S;
(c) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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;
(ce) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(df) the Subscriber has duly executed and delivered this Subscription Agreement and upon acceptance thereof by the Company it will constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(eg) the Subscriber is acquiring the Securities pursuant to an exemption from the registration as principal for its own account for investment purposes only and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account of any other person and not for distribution, assignment or benefit ofresale to others, directly and no other person has a direct or indirectlyindirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any U.S. Person;
(g) the Subscriber is not a U.S. Personother person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Note as principal for the Subscriber’s own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities;
(i) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Forms 00-X, 00-X, 0-X and any other filings filed with the SEC;
(j) the Subscriber has made an independent examination and investigation of an investment in the 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(k) 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 Securities for an indefinite period of time;
(l) 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 the Company;
(m) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(n) 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 in accordance with its terms;
(o) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company’s Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the Shares;
(lp) the Subscriber is not an underwriter of, or dealer in, the Company’s Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the Securities;
(q) the Subscriber understands and agrees that offers and sales of any of the Securities prior to the expiration of restricted period after the date of original issuance of the Securities (the six month period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(r) the Subscriber 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 securities laws;
(s) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mt) the Subscriber acknowledges that will indemnify the Subscriber has not acquired the Shares as a result ofCompany against, and will not itself engage inhold the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders harmless from, any “directed selling efforts” and all loss, liability, claim, damage and expense whatsoever (as defined including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in Regulation S under the 0000 Xxxinvestigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) in the United States in respect arising out of or based upon any representation or warranty of the Shares which would include Subscriber contained herein or in any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that document furnished by the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and Company in connection herewith being untrue in any applicable state and federal securities laws material respect or under an exemption from such registration requirements and as otherwise provided hereinany breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(nu) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ov) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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, except that currently the Company’s common shares are quoted on the over-the-counter market operated by the Over-The-Counter Bulletin Board operated by FINRA.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 4 contracts
Samples: Subscription Agreement (Basta Holdings, Corp.), Subscription Agreement (Toron Inc.), Subscription Agreement (Mokita, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(b) 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;
(c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(d) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 1000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (Bespoke Tricycles Inc), Private Placement Subscription Agreement (Americas Diamond Corp.), Private Placement Subscription Agreement (GreenChoice International, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to to, and covenants with with, the Company (which representations, warranties and covenants shall survive the Closing) and acknowledges that the Company is relying thereon that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) the Subscriber has duly executed and delivered this Subscription Agreement and and, upon acceptance thereof by the Company, it constitutes will constitute a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(fd) the Subscriber is not acquiring the Shares Units for the account or benefit of, directly or indirectly, any U.S. Person;
(ge) the Subscriber is not a U.S. Person, as that term is defined in Regulation S;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ig) the sale Subscriber has inquired into the applicable securities legislation of the Shares to its jurisdiction of residence and the Subscriber as contemplated in this Subscription Agreement either complies with or is exempt from the applicable securities legislation of the Subscriber's jurisdiction of residence of the Subscriberresidence;
(jh) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in any of the Securities;
(i) if the Subscriber is a resident of Canada, the Subscriber is purchasing the Units pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is a resident of Canada and an “accredited investor” as defined in Section 1.1 of NI 45-106 (hereinafter, an “Accredited Investor”) and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(j) the Subscriber is an Accredited Investor and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Agreement:
(i) a fully completed and executed Accredited Investor Questionnaire in the form attached as Exhibit B hereto; and
(ii) such Sharesother supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as an Accredited Investor;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the CompanyCommon Stock, nor is the Subscriber an affiliate of any underwriter of or dealer in the Securities, nor is it participating, pursuant to a contractual agreement contract or otherwise, in the any distribution of the SharesSecurities;
(l) the Subscriber agrees that, unless and until 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, it will not offer or sell its Securities in the United States, 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;
(m) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iiiii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mn) if the Subscriber is acquiring the Securities as a fiduciary or agent for one or more investor accounts:
(i) the Subscriber acknowledges that has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and
(ii) if the Subscriber or the beneficial owner of the investor account(s) is a Canadian resident, the beneficial owners of the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined in the Canadian National Instrument NI 45-106;
(o) the Subscriber has not acquired the Shares Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose any of the Shares Securities;
(p) any offer or and sale of any of the Securities prior to the expiration of a period of six months after the date of original issuance of that respective Security (the six-month period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Shares pursuant to 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(q) it will not engage in any hedging transactions involving any of the Securities unless such transactions are in compliance with the provisions of the 1933 Act and any in each case only in accordance with applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of of, or any general solicitation in respect of, any of the Securities and is not acquiring the 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 advertisingSecurities; and
(or) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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; except that the Company’s Common Stock is currently approved for trading on the U.S. Over the Counter Bulletin Board and the Canadian TSX Venture stock exchange.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (Argentex Mining Corp), Private Placement Subscription Agreement (Argentex Mining Corp), Private Placement Subscription Agreement (Argentex Mining Corp)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) 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 in accordance with its terms;
(ed) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(fe) the Subscriber is not acquiring the Shares Units for the account or benefit of, directly or indirectly, any U.S. Person;
(gf) the Subscriber is not a U.S. Person;
(hg) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(ih) the sale of the Shares Units to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(ji) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Units as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesUnits;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesUnits;
(lk) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesUnits; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(ml) the Subscriber acknowledges that the Subscriber has not acquired the Shares Units as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares or Warrant Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares or Warrant Shares pursuant to registration of the Shares or Warrant Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nm) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(on) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (Lusora Healthcare Systems Inc.), Private Placement Subscription Agreement (Lusora Healthcare Systems Inc.), Private Placement Subscription Agreement (Liberty Star Gold Corp)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
: the Subscriber is not a U.S. Person; the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person; the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber; the Subscriber is purchasing the Securities as principal for investment purposes only and not with a view to resale or distribution and, in particular, the Subscriber has no intention to distribute, either directly or indirectly, any of the Securities in the United States or to U.S. Persons; the Subscriber is outside the United States when receiving and executing this Subscription Agreement; the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities; the Subscriber 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 and in each case only in accordance with applicable state and provincial securities laws; the Subscriber understands and agrees that offers and sales of any of the Securities prior to the expiration of a period of one year after the date of original issuance of the Securities (bthe one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom; the Subscriber 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; the Subscriber understands and agrees that the Company 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; the Subscriber acknowledges that the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment; the Subscriber has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of the Subscriber's legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's decision to invest in the Securities and the Company; 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 Securities for an indefinite period of time; it (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; the Subscriber recognizes that the purchase of Securities involves a high degree of risk in that the Company does not have any commercial operations or other business assets and may require substantial funds in addition to the proceeds of this Offering; 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 the Company; 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;
(c) ; the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(d) ; 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 in accordance with its terms;
(e) the Subscriber ; if it is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequencefiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation foregoing acknowledgments, representations and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” agreements on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss behalf of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Sharesaccount; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(o) and no person has made to the Subscriber any written or oral representations:
(i) : that any person will resell or repurchase any of the Securities;
(ii) ; that any person will refund the purchase price of any of the Securities;
(iii) ; or as to the future price or value of any of the Securities. In this Subscription Agreement, the term "U.S. Person" shall mean: any natural person resident in the United States; or
(iv) that any partnership or corporation organized or incorporated under the laws of the Securities will be listed United States; any estate of which any executor or administrator is a U.S. person; any trust of which any trustee is a U.S. person; any agency or branch of a foreign entity located in the United States; any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and posted any partnership or corporation if: organized or incorporated under the laws of any foreign jurisdiction; and formed by a U.S. person principally for trading on any stock exchange the purpose of investing in securities not registered under the 1933 Act, unless it is organized or automated dealer quotation system or incorporated, and owned, by accredited investors, as that application has been made to list and post any term is defined in Regulation D of the Securities of the Company on any stock exchange 1933 Act, who are not natural persons, estates or automated dealer quotation systemtrusts.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (True Religion Apparel Inc), Private Placement Subscription Agreement (Pluristem Life Systems Inc), Private Placement Subscription Agreement (True Religion Apparel Inc)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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;
(ce) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(df) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber;
(g) the Subscriber is acquiring the Securities as principal 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 U.S. Persondirect or indirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any other person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities;
(i) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Form 10-KSB and any other filings filed with the SEC;
(j) the Subscriber has made an independent examination and investigation of an investment in the 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(k) 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 Securities for an indefinite period of time;
(l) 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 the Company;
(m) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(n) 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 in accordance with its terms;
(o) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lp) it is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(q) the Subscriber (i) is able to fend for him/her/itself understands and agrees that none of the Securities have been or will, except as set forth in this Agreement, be 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 Subscription; United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (ii) has such knowledge “Regulation S”), 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 and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment each case only in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentaccordance with applicable state securities laws;
(mr) the Subscriber understands and agrees that offers and sales of any of the 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 the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(s) the Subscriber acknowledges that the Subscriber it has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nt) the Subscriber 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 securities laws;
(u) the Subscriber understands and agrees that the Company 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;
(v) the Subscriber (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(w) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ox) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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, except that currently the Company’s common shares are quoted on the over-the-counter market operated by the NASD’s Over-The-Counter Bulletin Board.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 3 contracts
Samples: Subscription Agreement (Logicom Inc.), Subscription Agreement (Skins Inc.), Subscription Agreement (California Oil & Gas Corp)
Representations, Warranties and Covenants of the Subscriber. By executing this Subscription Agreement, the Subscriber (aon its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) The Subscriber hereby represents and represents, warrants to and covenants with to the Company Corporation (which representations, warranties and covenants shall survive acknowledges that the ClosingCorporation and its counsel are relying thereon) that:
(a) if the Subscriber is an individual, the Subscriber is of the full age of majority in the jurisdiction in which this Subscription Agreement is executed and is legally competent to execute and deliver this Subscription Agreement, to perform all of its obligations hereunder, and to undertake all actions required of the Subscriber hereunder;
(b) if the Subscriber is not an individual, the Subscriber has the requisite power, authority, legal capacity and competence to enter into execute and execute deliver this Subscription Agreement Agreement, to perform all of its obligations hereunder, and to take undertake all actions required pursuant hereto andof the Subscriber hereunder, and all necessary approvals of its directors, partners, shareholders, trustees or otherwise with respect to such matters have been given or obtained;
(c) if the Subscriber is a corporationbody corporate, it the Subscriber 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 incorporation;
(d) this Subscription Agreement on behalf of has been duly and validly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber;
(ce) if the Subscriber is acting as agent or trustee for a principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documents in connection with such subscription on behalf of such principal, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid, binding and enforceable obligation of, such principal;
(f) the entering into execution, delivery and performance by the Subscriber of this Subscription Agreement and the completion of the transactions contemplated hereby do not and will not result in the a violation of any of the terms and provisions of any law law, regulation, order or ruling applicable to the Subscriber, and do not and will not constitute a breach of or default under any of the Subscriber’s constating documents (if the Subscriber is not an individual) or of any agreement, written or oral, agreement to which the Subscriber may be is a party or by which the Subscriber it is or may be bound;
(d) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with is, or is exempt from deemed to be purchasing the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Notes as principal for the Subscriber’s own account, not for the benefit of any other person, and for investment purposes only, only and not with a view toto the resale or distribution of all or any of the Notes; and
i. if the Subscriber is resident in one of the Northwest Exemption Jurisdictions and is purchasing Notes through a Selling Agent that is not registered as a dealer in the applicable province or territory, the Subscriber hereby acknowledges and agrees that such Selling Agent has not advised, recommended or for, resale, distribution otherwise represented to the Subscriber that the Notes are suitable with regards to the Subscriber’s:
A. investment needs and objectives;
B. financial tolerance;
C. risk tolerance and that the “Seller” as defined in the Risk Acknowledgment under Blanket Order 31-505 attached as Schedule C hereto has not provided financial services to the Subscriber and does not hold or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shareshave access to the Subscriber’s assets;
(kh) the Subscriber confirms that the Subscriber (and, if the Subscriber is not purchasing as principal, each beneficial purchaser for whom the Subscriber is acting):
i. if the Subscriber is an underwriter of, or dealer in, the common shares individual resident in an Offering Jurisdiction and is purchasing Notes as an “accredited investor” (as such term is defined in NI 45-106 and Section 73.3 of the CompanySecurities Act (Ontario)), nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has duly completed and executed two (2) copies of the Risk Acknowledgment Form 45-106F9 attached to this Subscription Agreement as Schedule A; or ii. if the Subscriber is resident in an Offering Jurisdiction, is not acquired the Shares an Individual and is purchasing Notes as a result of, and will not itself engage in, any an “directed selling effortsaccredited investor” (as such term is defined in Regulation S under the 0000 Xxx) in the United States in respect NI 45-106 and Section 73.3 of the Shares which would include any activities undertaken for the purpose ofSecurities Act (Ontario)), or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of has duly completed and executed the Shares pursuant Accredited Investor Representation Letter attached to registration of the Shares pursuant to the 1933 Act this Subscription Agreement as Schedule B (including Appendix A thereto); and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any being used solely to purchase or hold Notes pursuant to an exemption available under NI 45-106 or Section 73.3 of the Securities and is not acquiring the Shares Act (Ontario) (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 advertisingapplicable); and
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
Appears in 3 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Subscriber is resident in the jurisdiction set out on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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;
(ce) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or the outstanding 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;
(d) 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 in accordance with its terms;
(ef) the Subscriber is acquiring the Securities pursuant to an exemption from the registration as principal for its own account for investment purposes only and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account of any other person and not for distribution, assignment or benefit ofresale to others, directly and no other person has a direct or indirectlyindirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any U.S. Personother person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities;
(h) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Form 10-KSB, and the Company’s Form 10-Q, Form 8-K and any other periodic filings filed from time to time with the Commission;
(i) the Subscriber has made an independent examination and investigation of an investment in the 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(j) 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 Securities for an indefinite period of time;
(k) 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 the Company;
(l) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(m) 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 in accordance with its terms;
(n) the Subscriber is not an underwriter of, or dealer in, the common shares Common Stock of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the SharesSecurities;
(lo) the Subscriber (i) is able to fend for him/her/itself understands and agrees that none of the Securities have been or will be registered under the Securities 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 Subscription; United States or directly or indirectly to U.S. Persons, except in accordance with the provisions of Regulation S (ii) has such knowledge “Regulation “S” promulgated under the Securities Act, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment each case only in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentaccordance with applicable state securities laws;
(mp) the Subscriber acknowledges understands and agrees that offers and sales of any of the Securities prior to the expiration of a period of six months after the date of original issuance of the Securities (the six month period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(q) the Subscriber has not acquired the Shares Securities as a result of, and it covenants that it will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Securities Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nr) the Subscriber agrees not to engage in any hedging transactions involving any of the Securities unless such transactions are in compliance with the provisions of the Securities Act and in each case only in accordance with applicable state securities laws;
(s) the Subscriber understands and agrees that the Company 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 Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act;
(t) the Subscriber (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(u) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ov) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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, except that currently the Company’s Common Stock is quoted on the Over-The-Counter Bulletin Board (“OTCBB”) operated by FINRA.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 3 contracts
Samples: Termination Agreement (Qnective, Inc.), Subscription Agreement (Qnective, Inc.), Subscription Agreement (Qnective, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) ), and acknowledges that the Company is relying thereon, that:
(a) the Subscriber is not a U.S. Person as that term is defined in Regulation S;
(b) the Subscriber is not acquiring the Note for the account or benefit of, directly or indirectly, any U.S. Person as that term is defined in Regulation S;
(c) the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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;
(ce) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(df) the Subscriber has duly executed and delivered this Subscription Agreement and upon acceptance thereof by the Company it will constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(eg) the Subscriber is acquiring the Securities pursuant to an exemption from the registration as principal for its own account for investment purposes only and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account of any other person and not for distribution, assignment or benefit ofresale to others, directly and no other person has a direct or indirectlyindirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any U.S. Person;
(g) the Subscriber is not a U.S. Personother person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Note as principal for the Subscriber’s 's own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities;
(i) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading "Risk Factors" appearing in the Company's Forms 10-K, 10-Q, 8-K and any other filings filed with the SEC;
(j) the Subscriber has made an independent examination and investigation of an investment in the 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 any way whatsoever for the Subscriber's decision to invest in the Securities and the Company;
(k) 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 Securities for an indefinite period of time;
(l) 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 the Company;
(m) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(n) 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 in accordance with its terms;
(o) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company's Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the Shares;
(lp) the Subscriber is not an underwriter of, or dealer in, the Company's Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the Securities;
(q) the Subscriber understands and agrees that offers and sales of any of the Securities prior to the expiration of restricted period after the date of original issuance of the Securities (the six month period hereinafter referred to as the "DISTRIBUTION COMPLIANCE PERIOD") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(r) the Subscriber 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 securities laws;
(s) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mt) the Subscriber acknowledges that will indemnify the Subscriber has not acquired the Shares as a result ofCompany against, and will not itself engage inhold the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders harmless from, any “directed selling efforts” and all loss, liability, claim, damage and expense whatsoever (as defined including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in Regulation S under the 0000 Xxxinvestigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) in the United States in respect arising out of or based upon any representation or warranty of the Shares which would include Subscriber contained herein or in any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that document furnished by the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and Company in connection herewith being untrue in any applicable state and federal securities laws material respect or under an exemption from such registration requirements and as otherwise provided hereinany breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(nu) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ov) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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, except that currently the Company's common shares are quoted on the over-the-counter market operated by the Over-The-Counter Bulletin Board operated by FINRA.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 3 contracts
Samples: Subscription Agreement (Norstra Energy Inc), Subscription Agreement (Norstra Energy Inc), Subscription Agreement (Global Stevia Corp.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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 Subscriberhereto;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) 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 in accordance with its terms;
(ed) the Subscriber is acquiring the Securities pursuant to an exemption from the registration Units for such Subscriber's own account and/or benefit for investment and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, not as a consequence, the Subscriber will nominee and not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided with a view to the Subscriber pursuant to applicable securities legislation;distribution thereof.
(fe) the Subscriber is not acquiring the Shares Units for the account or benefit of, directly or indirectly, any U.S. Person;
(gf) the Subscriber is not a U.S. PersonPerson (as defined in Regulation S);
(hg) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ih) the sale of the Shares Units to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(i) the Subscriber is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Units in the United States or to U.S. Persons;
(j) the Subscriber is outside the United States at the time of the offer and sale of the Units and when receiving and executing this Subscription Agreement and is acquiring the Shares Units as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesUnits;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesUnits;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesUnits; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any public solicitation or advertisement of an offer in connection with any of the Securities and is not acquiring the 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 advertisingUnits; and
(on) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesUnits;
(ii) that any person will refund the purchase price of any of the SecuritiesUnits;
(iii) as to the future price or value of any of the SecuritiesUnits; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system; except that the Company’s common shares are currently approved for trading on OTC BB.
(o) The Subscriber will not engage in hedging transactions with respect to the Units unless in compliance with the 1933 Act.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Traceguard Technologies, Inc.), Private Placement Subscription Agreement (Traceguard Technologies, Inc.), Private Placement Subscription Agreement (Traceguard Technologies, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall will survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber in accordance with its termsis not a U.S. Person;
(e) the Subscriber is not acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(ig) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jh) the Subscriber is acquiring the 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 Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own accountaccount (except for the circumstances outlined in paragraph 6.1(l)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lk) the Subscriber Subscriber: (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) if the Subscriber is acquiring the Securities as a fiduciary or agent for one or more investor accounts:
(i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and
(ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an "Accredited Investor", as the term is defined in Regulation D under the 1933 Act;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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; andSecurities;
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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; and
(p) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Units,
(ii) is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Securities, and
(iv) represents and warrants that the acquisition of the Units by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably.
Appears in 3 contracts
Samples: Subscription Agreement (Crown Oil & Gas Inc.), Subscription Agreement (Crown Oil & Gas Inc.), Subscription Agreement (Crown Oil & Gas Inc.)
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants and covenants to the Company as follows:
(a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(b) 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 If the Subscriber is a corporation, it the Subscriber is duly incorporated incorporated, validly existing and validly subsisting in good standing under the laws of its jurisdiction of incorporation organization, with full power and all necessary approvals by authority (corporate and other) to perform its directorsobligations under this Agreement. If the Subscriber is a trust, shareholders the Trustee has been duly appointed as Trustee of the Subscriber with full power and others have been obtained authority to authorize execution act on behalf of the Subscriber and to perform the obligations of the Subscriber under this Agreement. If the Subscriber is a limited partnership, the Subscriber is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full power and authority to perform its obligations under this Agreement. If the Subscriber is an individual, the Subscriber has the full power and authority to perform its obligations under this Agreement.
(b) The execution, delivery and performance of this Subscription Agreement on behalf by the Subscriber and the consummation by the Subscriber of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action of the Subscriber;; and this Agreement, when duly executed and delivered by the Subscriber and accepted by the Company, will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.
(c) The Subscriber is not insolvent and has sufficient cash funds on hand to purchase the entering into of Placement Shares on the terms and conditions contained in this Subscription Agreement and has no reason to believe that it will not have such funds on or about the Funding Date. Upon a reasonable request by the Company, the Subscriber will provide the Company with evidence or substantiation that such Subscriber has the financial means to satisfy its financial obligations under this Agreement and the foregoing evidence and substantiation shall be a true and accurate representation of such means.
(d) Except as may be disclosed on Annex B to this Agreement, no state, federal or foreign regulatory approvals, permits, licenses or consents or other contractual or legal obligations are required in order for the Subscriber to enter into this Agreement or to purchase the Placement Shares. Based upon the advice of Subscriber's counsel, Subscriber has no reason to believe that the regulatory approvals listed on Annex B, if any, will not be received within usual and customary time frames and without the imposition of any terms or conditions that would have an adverse effect on the Company's operations or strategic plan.
(e) The execution and delivery of this Agreement, the consummation by the Subscriber of the transactions herein contemplated hereby and the compliance by the Subscriber with the terms hereof do not and will not conflict with, or result in the a breach or violation of any of the terms and or provisions of, or constitute a default under, the constituent documents of any law applicable to the Subscriber or any indenture, mortgage, deed of any agreementtrust, written loan agreement or oral, other agreement or instrument to which the Subscriber may be is a party or by which any of the Subscriber's properties or assets are bound, or any applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Subscriber or any of the Subscriber's properties or assets; and no consent, approval, authorization, order, registration or qualification of or with any such government, governmental instrumentality or court, domestic or foreign, is required for the valid authorization, execution, delivery and performance by the Subscriber of this Agreement or the consummation by the Subscriber of the transactions contemplated by this Agreement except as may be bound;
(d) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;disclosed on Annex B.
(f) Except as may be disclosed in the Memorandum, the Subscriber is has not acquiring entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with any other person or persons with respect to the Shares for transactions contemplated by this Agreement or any securities of the account Company, including but not limited to transfer or benefit ofvoting of any of the securities, directly finder's fees, joint ventures, loan or indirectlyoption arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies; and the Subscriber does not own any U.S. Person;securities of the Company which are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.
(g) The Subscriber has been advised and understands that the Subscriber Placement Shares have not been registered under the Securities Act in reliance upon the exemption from such registration provided in Section 4(2) thereof and that the Placement Shares have not been registered under the securities laws of any state in reliance on exemptions therefrom and, therefore, the Placement Shares may not be resold unless registered under applicable state securities laws or an exemption from registration is not a U.S. Person;available. The Company is and will be under no obligation to register the Placement Shares under the Securities Act except to the extent provided in the Registration Rights Agreement (as defined hereinafter), when executed by the Company.
(h) The Subscriber acknowledges receipt of, and has had a reasonable opportunity to review, the Memorandum and understands that no person has been authorized to provide any additional information regarding the Company, the Target Company or the Proposed Acquisition (other than information which otherwise is publicly available) or make any representations that were not contained in such Memorandum, and the Subscriber is resident has not relied on any such other information or representations in making a decision to purchase any of the Placement Shares. The Subscriber understands that an investment in the jurisdiction Placement Shares involves a high degree or risk, including the risks set out forth under the heading “Name and Address of Subscriber” on "RISK FACTORS" in the signature page of this Subscription Agreement;Memorandum.
(i) the sale of the Shares to the The Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective an investment in the Placement Shares; and (iii) has the ability , is able to bear the economic risks risk of its prospective an investment and can in the Placement Shares, including at the date hereof, the ability to afford the a complete loss of such the investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” is (i) a sophisticated institutional or corporate investor as well as an "accredited investor" as defined in Regulation S Rule 501(a) under the 0000 XxxSecurities Act; or (ii) a sophisticated individual investor as well as an "accredited investor" as defined in Rule 501(a) under the Securities Act. The Subscriber agrees to provide promptly such additional information as may be reasonably required by the Company for compliance with the securities laws of the state in which the Subscriber is located.
(j) The Subscriber intends to purchase the Placement Shares offered in the Memorandum for the account of the Subscriber and its affiliates and not, in whole or in part, for the account of any other person. The Subscriber represents and warrants to, and covenants and agrees with, the Company that the Placement Shares to be acquired by it hereunder are being acquired for its own account for investment and with no intention of distributing or reselling such Placement Shares or any part thereof or interest therein in any transaction which would be in violation of the securities laws of the United States in respect of the Shares which would include America or any activities undertaken for the purpose ofstate.
(k) The Subscriber has been advised that, or that could reasonably be expected prior to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to any registration of the Placement Shares pursuant to the 1933 Act provisions of the Registration Rights Agreement, any and all certificates representing the Placement Shares and any applicable state and federal all certificates issued in replacement thereof or in exchange therefor shall bear the following legend or one substantially similar thereto: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE ON EXEMPTIONS THEREFROM AND, THEREFORE, MAY NOT BE RESOLD UNLESS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE (INCLUDING, WITHOUT LIMITATION, THE EXEMPTION PROVIDED UNDER RULE 144A OF THE ACT). In addition, certificates representing the Placement Shares acquired by Subscribers located in certain states will bear additional legends as required by the securities laws or under an exemption from such registration requirements and as otherwise provided herein;of those states.
(nl) the The Subscriber is will not aware of any advertisement of sell or otherwise transfer any of the Securities Placement Shares, except in compliance with the provisions of the applicable securities laws and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published stated in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have legend. The Subscriber has been invited by general solicitation or general advertising; and
(o) no person has made to the Subscriber any written or oral representations:
advised that (i) that any person will resell there are significant restrictions on the transfer or repurchase any of the Securities;
Placement Shares, (ii) that any person will refund there is no active market for the purchase price of any of the Securities;
Common Stock, (iii) as no trading market for the Placement Shares is likely to be available in the future price or value of any of the Securities; or
foreseeable future, and (iv) that any of an investment in the Securities will Placement Shares may 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 systemextremely illiquid.
Appears in 3 contracts
Samples: Subscription Agreement (Commerce Security Bancorp Inc), Subscription Agreement (Commerce Security Bancorp Inc), Subscription Agreement (Commerce Security Bancorp Inc)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(b) 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;
(c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(d) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx1933 Act) in the United States in respect of the Shares which would xxxxx xould include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Cindisue Mining Corp), Private Placement Subscription Agreement (Cindisue Mining Corp), Private Placement Subscription Agreement (Cindisue Mining Corp)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber and any beneficial purchaser for whom it is acting are resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the delivery instructions of this Subscription;
(b) 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;
(c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(d) 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 in accordance with its termsSubscriber;
(e) it understands and agrees that none of the Subscriber Securities has been registered under the 1933 Act, and they may not be sold under U.S. law except as permitted in paragraph 6.1(g) below;
(f) it is purchasing the Securities for its own account or for an account with respect to which it exercises sole investment discretion, and that it or such account is an accredited investor as that term is defined in Rule 501 under the 1933 Act (an "Institutional Accredited Investor") acquiring the Securities for investment purposes and not for distribution;
(g) it understands and agrees (i) that the Securities are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and under Rule 144 under the 1933 Act ("Rule 144") (ii) that (A) if within the 40 day period after the date of original issuance of the Securities, or if within three months after it ceases to be an affiliate (within the meaning of Rule 144) of the Company, it decides to resell, pledge or otherwise transfer any of the Shares on which the legend as set forth below appears, such Shares may be resold, pledged or transferred only (1) to the Company, (2) so long as the Shares are eligible for resale pursuant to Rule 144A under the 1933 Act ("Rule 144A"), to a person whom the seller reasonably believes is a qualified institutional investor buyer ("QIB") as that term is defined in Rule 144A(a)(1) that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A (as indicated by the box checked by the transferor on the certificate of transfer on the reverse of the Shares), (3) in an offshore transaction in accordance with Regulation S (as indicated by the box checked by the transferor on the certificate of transfer on the reverse of the Shares), (4) to an Institutional Accredited Investor (as indicated by the box checked by the transferor on the certificate of transfer on the reverse of the Shares) who has certified to the Company that such transferee is an Institutional Accredited Investor and is acquiring such security for investment purposes and not for distribution, (5) pursuant to an exemption from registration provided by Rule 144 (if applicable) under the 1933 Act, (6) in a transaction that does not require registration under the 1933 Act or any applicable U.S. state laws and prospectus requirements regulations governing the offer and sale of securities, and it has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company, or (7) pursuant to an effective registration statement under the 1933 Act, in each case in accordance with any applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most laws of any state of the civil remedies available under applicable securities legislation United States, (B) the purchaser will, and each subsequent holder is required to, notify any purchaser of the Subscriber Shares from it of the resale restrictions referred to in clause (A) above, if then applicable, and (C) with respect to any transfer of the Shares by an Institutional Accredited Investor, such holder will not receive information that would otherwise be required to be provided deliver to the Subscriber pursuant Company such certificates and other information as it may reasonably require to applicable securities legislation;
(f) confirm that the Subscriber is not acquiring transfer by it complies with the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Personrestrictions set forth in this paragraph 6.1(g);
(h) it understands and agrees that the Subscriber is resident notification requirement referred to in paragraph 6.1(g) above will be satisfied by virtue of the jurisdiction fact that the legend set out under the heading “Name and Address of Subscriber” below will be placed on the signature page of this Subscription Agreement;Shares unless otherwise agreed by the Company. "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED TO A U.S. PERSON EXCEPT AFTER THE EXPIRY OF A 40 DAY DISTRIBUTION COMPLIANCE PERIOD AS PRESCRIBED IN REGULATION S."
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber it (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mj) the Subscriber acknowledges it understands and agrees that the Subscriber has legend referred to in paragraph 6.1
(i) above shall not acquired be removed from any Shares purchased by it pursuant to this Subscription unless there is delivered to the Shares as a result ofCompany such satisfactory evidence, and will not itself engage in, any “directed selling efforts” (as defined which may include an opinion of counsel licensed to practice law in Regulation S under one of the 0000 Xxx) in states of the United States in respect of America, as may be reasonably required by the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, howeverCompany, that such Shares are not "restricted" within the Subscriber may sell or otherwise dispose meaning of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereinRule 144;
(nk) if it is acquiring the Securities as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(l) it understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgments, representations and agreements contained in sections 5 and 6 hereof and agrees that if any of such acknowledgments, representations and agreements are no longer accurate or have been breached, it shall promptly notify the Company;
(m) the Subscriber is not aware of any advertisement of any of the Securities;
(n) in purchasing the Securities the Subscriber has complied with all securities laws of its jurisdiction of residence and warrants that the sale of the Securities by the Company is not acquiring in full compliance with such laws, and the Shares as a result Subscriber will make all filings necessary in such jurisdiction to ensure the Company complies with securities laws 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 advertisingsuch jurisdiction; and
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;; or
(iii) as to the future price or value of any of the Securities; or.
(iv) that any 6.2 In this Subscription, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S and for the purpose of the Securities will be listed and posted for trading on Subscription includes any stock exchange or automated dealer quotation system or that application has been made to list and post any of person in the Securities of the Company on any stock exchange or automated dealer quotation systemUnited States.
Appears in 3 contracts
Samples: Financing Agreement (Atlantic Security Inc), Financing Agreement (Atlantic Security Inc), Financing Agreement (Atlantic Security Inc)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is resident in the jurisdiction set forth on page 2 underneath the Subscriber’s name and signature;
(b) 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;
(c) 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 Securities for an indefinite period of time;
(d) the Subscriber has made an independent examination and investigation of an investment in the 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 Subscriber’s decision to invest in the Securities and the Company;
(e) all information contained in the Questionnaires are complete and accurate and may be relied upon by the Company and the 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;
(f) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dg) 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 in accordance with its termsSubscriber;
(eh) the Subscriber is acquiring it understands and agrees that none of the Securities pursuant to an exemption from have been registered under the registration and prospectus requirements of applicable 1933 Act or any state securities legislation in all jurisdictions relevant to this Subscriptionlaws, and, as a consequenceunless so registered, none may be offered or sold in the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit ofUnited States or, directly or indirectly, any to U.S. Person;
Persons (gas defined herein) except pursuant to an exemption from, or in a transaction not subject to, the Subscriber is not a U.S. Person;
(h) Registration Requirements of the Subscriber is resident 1933 Act and in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreementeach case only in accordance with state securities laws;
(i) it is purchasing the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal Securities for the Subscriber’s its own account, account for investment purposes only, only and not with a view tofor the account of any other person and not for distribution, assignment or for, resale, distribution or fractionalisation thereof, in whole or in partresale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Subscriber has not subdivided his interest in such Sharesthe Securities with any other person;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) it is able to fend for him/her/itself in the Subscription; (ii) has such knowledge Subscription and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mk) if it is acquiring the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result offiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and will not itself engage init has full power to make the foregoing acknowledgments, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect representations and agreements on behalf of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereinaccount;
(nl) it understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgments, representations and agreements contained in sections 4 and 6 hereof and agrees that if any of such acknowledgments, representations and agreements are no longer accurate or have been breached, it shall promptly notify the Company;
(m) the Subscriber is not aware of any advertisement of any of acquiring the Securities and is not acquiring the 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 radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and;
(on) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S and for the purpose of the Subscription includes any person in the United States.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Mantra Venture Group Ltd.), Private Placement Subscription Agreement (Mantra Venture Group Ltd.), Private Placement Subscription Agreement (Mantra Venture Group Ltd.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) 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 in accordance with its terms;
(ed) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(fe) the Subscriber is not acquiring the Shares Units for the account or benefit of, directly or indirectly, any U.S. Person;
(gf) the Subscriber is not a U.S. Person;
(hg) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ih) the sale of the Shares Units to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(ji) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Units as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesUnits;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesUnits;
(lk) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesUnits; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(ml) the Subscriber acknowledges that the Subscriber has not acquired the Shares Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 1000 Xxx) in the United States in respect of the Shares Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares or Warrant Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares or Warrant Shares pursuant to registration of the Shares or Warrant Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nm) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(on) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Bonanza Gold Corp.), Private Placement Subscription Agreement (Bonanza Gold Corp.), Private Placement Subscription Agreement (Liberty Gold Corp.)
Representations, Warranties and Covenants of the Subscriber. (a) The 2.1 If the Subscriber is purchasing the Shares as principal for its own account, the Subscriber hereby represents represents, warrants and warrants covenants to and covenants with the Company (which representationsIssuer that it is purchasing such Shares not for the benefit of any other person and not with a view to the resale or distribution of all or any of the Shares.
2.2 Each Subscriber hereby represents, warranties warrants and covenants shall survive to and with the Closing) Issuer that:
(a) the Subscriber has no knowledge of a "material fact" or "material changes", as those terms are defined in the Securities Act, in respect of the affairs of the Issuer that has not been generally disclosed to the public;
(b) the Subscriber and any beneficial purchaser for whom it is acting are resident in the jurisdiction set out on the execution page of this subscription
(c) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement subscription and to take all actions required pursuant hereto and, if it 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 subscription on behalf of the Subscriber;
(cd) the entering into of this Subscription Agreement subscription and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the subscriber, and if the subscriber is a corporation or other legal entity, 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;
(de) the Subscriber has had duly and validly authorized, executed and delivered this Subscription Agreement subscription and except as specifically provided otherwise herein, it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationSubscriber;
(f) in connection with the Subscriber's investment in the Shares, the Subscriber has not relied upon the Issuer or the Issuer's legal counsel or advisors for investment, legal or tax advice, and has, if desired, in all cases sought the advice of the Subscriber's own personal investment advisor, legal counsel and tax advisors, and the Subscriber is not acquiring either experienced in or knowledgeable with regard to the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale affairs of the Shares to the Subscriber as contemplated in this Subscription Agreement complies Issuer or, either alone or with or its professional advisors, is exempt from the applicable securities legislation capable by reason of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable in general, and investments in particular, of evaluating the merits and risks of its prospective an investment in the Shares; and (iii) has the ability it is able to bear the economic risks risk of its prospective an investment in the Shares, and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could otherwise be reasonably be expected assumer to have the effect of, conditioning capacity to protect its own interest in connection with the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereininvestment;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
Appears in 3 contracts
Samples: Subscription Agreement (Emps Corp), Subscription Agreement (Emps Corp), Subscription Agreement (Emps Corp)
Representations, Warranties and Covenants of the Subscriber. By executing this Subscription Agreement, the Subscriber (aon its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) The Subscriber hereby represents and represents, warrants to and covenants with to the Company Trust, the Agent and their respective counsel (which representationsand acknowledges that the Trust, warranties the Trustee, the Agent and covenants shall survive their respective counsel are relying thereon), as at the Closing) date hereof and the Closing Date, that:
(a) if the Subscriber is an individual, the Subscriber is of the full age of majority in the jurisdiction in which this Subscription Agreement is executed and is legally competent to execute and deliver this Subscription Agreement, to perform all of its obligations hereunder, and to undertake all actions required of the Subscriber hereunder;
(b) if the Subscriber is not an individual, the Subscriber has the requisite power, authority, legal capacity and competence to enter into execute and execute deliver and be bound by this Subscription Agreement Agreement, to perform all of its obligations hereunder, and to take undertake all actions required pursuant hereto andof the Subscriber hereunder, and all necessary approvals of its directors, partners, shareholders, trustees or otherwise with respect to such matters have been given or obtained;
(c) if the Subscriber is a corporationbody corporate, it is partnership, unincorporated association or other entity, the Subscriber has been duly incorporated or created and is 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 or creation;
(d) this Subscription Agreement on behalf of has been duly and validly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber;
(ce) the entering into execution, delivery and performance by the Subscriber of this Subscription Agreement and the completion of the transactions contemplated hereby do not and will not result in the a violation of any of the terms and provisions of any law law, regulation, order or ruling applicable to the Subscriber, and do not and will not constitute a breach of or default under any of the Subscriber's constating documents (if the Subscriber is not an individual) or of any agreement, written agreement or oral, covenant to which the Subscriber may be is a party or by which the Subscriber it is or may be bound;
(df) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of confirms that the Subscriber enforceable against (and, if the Subscriber is not purchasing as principal, each beneficial purchaser for whom the Subscriber is acting):
(i) has such knowledge in accordance with financial and business affairs as to be capable of evaluating the merits and risks of its termsinvestment in the Trust Units;
(eii) is capable of assessing the proposed investment in the Trust Units as a result of the Subscriber's own experience or as a result of advice received from a person registered under applicable securities legislation;
(iii) is aware of the characteristics of the Trust Units and the risks relating to an investment therein; and
(iv) is able to bear the economic risk of loss of its investment in the Trust Units;
(g) the Subscriber acknowledges that no prospectus has been filed by the Trust with any securities commission or similar regulatory authority in any jurisdiction in connection with the issuance of the Trust Units, and the issuance of the Trust Units is exempted from the prospectus requirements available under the provisions of applicable securities laws, and as a result:
(i) the Subscriber is acquiring the Securities pursuant to an exemption restricted from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most using some of the civil remedies otherwise available under applicable securities legislation and laws;
(ii) the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to it under applicable securities legislation;laws; and
(fiii) the Subscriber Trust is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Personrelieved from certain obligations that would otherwise apply under applicable securities laws;
(h) other than the Offering Memorandum, the Subscriber has not received or been provided with, nor has it requested, nor does it have any need to receive, any prospectus or any other document (other than the annual financial statements, interim financial statements or any other document (excluding offering memoranda, prospectuses or other offering documents) the content of which is resident prescribed by statute or regulation) describing the business and affairs of the Trust, which has been prepared for delivery to and review by prospective purchasers in order to assist them in making an investment decision in respect of the jurisdiction set out under purchase of Trust Units pursuant to the heading “Name and Address of Subscriber” on the signature page of this Subscription AgreementOffering;
(i) the sale Subscriber confirms that neither the Trust, the Trustee, the Agent nor any of the Shares their representative directors, employees, officers, agents, representatives or affiliates, have made any representations (written or oral) to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(o) no person has made to the Subscriber any written or oral representations:
(i) regarding the future value of the Trust Units;
(ii) that any person will resell or repurchase the Trust Units;
(iii) that any of the Securities;Trust Units will be listed on any stock exchange or traded on any market; or
(iiiv) that any person will refund the purchase price of any the Trust Units other than as provided in this Subscription Agreement;
(j) the Subscriber confirms that it has been advised to consult its own legal and financial advisors in its own jurisdiction of residence with respect to the suitability of the SecuritiesTrust Units as an investment for the Subscriber, the tax consequences of purchasing and dealing with the Trust Units, and the resale restrictions and "hold periods" to which the Trust Units are or may be subject under applicable securities legislation or stock exchange rules, and has not relied upon any statements made by or purporting to have been made on behalf of the Trust, the Trustee or the Agent with respect to such suitability, tax consequences, and resale restrictions;
(k) the Subscriber is resident in the jurisdiction indicated on the face page of this Subscription Agreement as the "Subscriber's Address" and the purchase by and sale to the Subscriber of the Trust Units, and any act, solicitation, conduct or negotiation directly or indirectly in furtherance of such purchase and sale (whether with or with respect to the Subscriber or any beneficial purchaser) has occurred only in such jurisdiction;
(l) the Subscriber acknowledges that it and/or the Trust, the Trustee or the Agent may be required to provide applicable securities regulatory authorities or stock exchanges with information concerning the identities of the beneficial purchasers of the Trust Units and the Subscriber agrees that, notwithstanding that the Subscriber may be purchasing the Trust Units as agent for an undisclosed principal, the Subscriber will provide to the Trust, the Trustee and the Agent, on request, particulars as to the identity of such undisclosed principal as may be required by the Trust, the Trustee or the Agent in order to comply with the foregoing;
(m) the Subscriber has not relied upon any verbal or written representation as to fact or otherwise made by or on behalf of the Trust, the Trustee or the Agent, other than pursuant to the Offering Memorandum delivered to the Subscriber and except as expressly set forth herein;
(n) unless the Subscriber satisfies Section 3(o) or Section 3(p) below, the Subscriber satisfies one of subsections (i), (ii), (iii) or (v) below:
(i) if the Subscriber is resident in or otherwise subject to the applicable securities laws of British Columbia, Alberta, Saskatchewan, Manitoba or Ontario, the Subscriber is purchasing the Trust Units as principal (or is deemed to be purchasing as principal) for its own account, not for the benefit of any other person, the Subscriber is an "accredited investor" as defined in National Instrument 45-106 entitled Prospectus Exemptions ("NI 45-106") (or, if applicable for Subscribers in Ontario, the corresponding categories for the definition of an "accredited investor" as defined in Section 73.3 of the Securities Act (Ontario)), which definitions are reproduced in Exhibit A to Schedule "A" attached hereto, the Subscriber was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of "accredited investor" in NI 45-106 and reproduced in Exhibit A to Schedule "A" hereto, the Subscriber is not a trust company or trust corporation registered under the laws of Xxxxxx Xxxxxx Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada and the Subscriber has executed and delivered to the Trust and the Trustee a Representation Letter in the form attached hereto as Schedule "A" indicating that the Subscriber fits within one of the categories of "accredited investor" set forth in such definitions (including a duly completed and initialed copy of Exhibit A to Schedule "A") and, if the Subscriber is an individual described in paragraphs (j), (k), or (l) of the definition of "accredited investor" in Section 1.1 of NI 45-106, a duly completed and signed copy of Exhibit B to Schedule "A"; OR
(ii) if the Subscriber is relying on the offering memorandum exemption found in Section
(iii) as if the Subscriber is relying on the offering memorandum exemption found in Section 2.9 of NI 45-106 and is resident in or otherwise subject to the future price applicable securities laws of Alberta, Saskatchewan or value Ontario:
(A) it is purchasing the Trust Units as principal (or is deemed to be purchasing as principal) for its own account and not for the benefit of any other person;
(B) it was not created or used solely to purchase or hold securities in reliance on this Section 3(n)(iii);
(C) the acquisition cost of all securities acquired by the Subscriber who is an individual in the preceding 12 months does not exceed: (i) in the case of a Subscriber that is not an eligible investor, $10,000; (ii) in the case of a Subscriber that is an eligible investor, $30,000; (iii) in the case of a Subscriber that is an eligible investor and that has received advice from a portfolio manager, investment dealer or exempt market dealer that the investment is suitable, $100,000; and
(D) at the same time or before the Subscriber signs this Subscription Agreement, it has received or been provided with a copy of the Securities; or
Offering Memorandum, (ivE) that any two (2) copies of the Securities will be listed and posted Risk Acknowledgement in the form attached to this Subscription Agreement as Schedule "B", retaining one (1) copy of such Risk Acknowledgement 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.its records;
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Subscriber or the Company in the jurisdiction of the Subscriber’s residence or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be boundbound and, in particular, the Subscriber warrants that the Company’s issuance of securities to the Subscriber is in full compliance with the securities laws of the Subscriber’s jurisdiction of residence;
(dc) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(fd) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(ge) the Subscriber is not a U.S. Person;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ig) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jh) the Subscriber is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons;
(i) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, account (except for the circumstances outlined in paragraph 6.1(l)) for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(lk) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account.
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingShares; and
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Advanced Messaging Solutions Inc.), Private Placement Subscription Agreement (Online Tele-Solutions, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber By execution of this Subscription Agreement, the Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, hereby represents and warrants to to, and covenants with with, the Company (which as follows and acknowledges that the Company are relying on such representations, warranties and covenants shall survive in connection with the Closingtransactions contemplated herein:
(a) that:The matters set forth by the Subscriber on pages 2 and 3 of this Subscription Agreement are true and correct as of the date of execution of this Subscription Agreement and will be true and correct as of the Closing Time.
(b) The Subscriber is a resident in the jurisdiction set out on page 2 of this Subscription Agreement. Such address was not created and is not used solely for the purpose of acquiring the Common Shares and the Subscriber and any beneficial purchaser was solicited to purchase and executed this Subscription Agreement in such jurisdiction.
(c) The Subscriber has properly completed, executed and delivered to the legal capacity and competence Company within the applicable time periods the certificate(s) set forth in Schedule “C” to enter into and execute this Subscription Agreement and the information contained therein is true and correct.
(d) The representations, warranties and covenants contained in Schedule “A” and in the other applicable Schedules to take all actions required pursuant hereto andthis Subscription Agreement are true and correct as of the date of execution of this Subscription Agreement and will be true and correct as of the Closing Time.
(e) The execution and delivery of this Subscription Agreement, if the performance and compliance with the terms hereof, the subscription for Common Shares and the completion of the transactions described herein by the Subscriber will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber, the Securities Laws or any other laws applicable to the Subscriber, any agreement to which the Subscriber is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber.
(f) The undersigned represents and warrants that the undersigned is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC) or in any Executive Order issued by the President of the United States and administered by OFAC, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The undersigned agrees to provide the Company or law enforcement agencies, promptly upon request, such records as required by applicable law. If the undersigned is a financial institution that is subject to the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations (collectively, the “Bank Secrecy Act”), the undersigned represents that the undersigned maintains policies and procedures reasonably designed to comply with applicable obligations under the Bank Secrecy Act. The undersigned further represents and warrants that it maintains policies and procedures reasonably designated to ensure that the funds held by the undersigned and used to purchase the Shares were legally derived. The undersigned acknowledges that if, following the investment in the Shares by the undersigned, the Company reasonably believes that the undersigned is a Prohibited Investor or is otherwise engaged in illegal activity or unreasonably refuses to provide promptly information that the Company reasonably requests, the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting, and/or withholding or suspend distributions to the undersigned in respect of, the investment in accordance with applicable regulations or immediately require the undersigned to transfer the Shares. The undersigned further acknowledges that the undersigned will not have any claim against the Company or any of its affiliates or agents for any form of damages as a result of any of the foregoing actions.
(g) The Subscriber is subscribing for the Common Shares for his, her or its own account, as principal (within the meaning of applicable Securities Laws) and not with a view to the resale or distribution of all or any of the Securities or if it is not subscribing as principal, it acknowledges that the Company may be required by law to disclose (and if required by law the Subscriber agrees to disclose) to certain regulatory authorities the identity of each beneficial purchaser of the Common Shares for whom it is acting.
(h) In the case of a subscription for the Common Shares by the Subscriber acting as trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of each such beneficial purchaser, each of whom is subscribing as principal for its own account, not for the benefit of any other person and not with a view to the resale or distribution of all or any of the Securities, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid, enforceable and binding agreement of, such principal, and the Subscriber acknowledges that the Company may be required by law to disclose (and if required by law the Subscriber agrees to disclose) the identity of each beneficial purchaser for whom the Subscriber is acting.
(i) The Subscriber is not an Insider or “affiliate” of the Company (as such term is defined under Securities Laws).
(j) In the case of a subscription for the Common Shares by the Subscriber acting as principal, this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber and any beneficial purchasers on whose behalf the Subscriber is acting.
(k) If the Subscriber is:
(i) a corporation, it the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Subscription Agreement, to subscribe for the Common Shares as contemplated herein and to carry out and perform its covenants and obligations hereunder;
(ii) a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals by its directorsin respect thereof; or
(iii) an individual, shareholders the Subscriber is of the full age of majority and others have been obtained is legally competent to authorize execution execute and performance of deliver this Subscription Agreement and to observe and perform his or her covenants and obligations hereunder.
(l) To the best of the Subscriber’s knowledge, there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee.
(m) If required by applicable Securities Laws or the Company, the Subscriber will make reasonable efforts to execute, deliver and file or assist the Company in filing such reports, undertakings and other documents with respect to the issue of the Common Shares as may be required by any securities commission, stock exchange or other regulatory authority.
(n) The Subscriber, and each beneficial purchaser for whom it is acting hereunder, have been advised to consult their own legal advisors with respect to (i) the suitability of the Common Shares as an investment for the Subscriber and has not relied upon any statements made by or purporting to have been made on behalf of the Subscriber;Company in deciding to subscribe for Common Shares hereunder and (ii) trading in any of the Securities with respect to the resale restrictions imposed by the Securities Laws of the jurisdiction in which the Subscriber resides, other applicable Securities Laws, and the policies of the TSX and NASDAQ. Subject to the registration rights described in Schedule “D”, the Subscriber acknowledges that no representation has been made respecting the applicable hold periods imposed by the Securities Laws or other resale restrictions applicable to such Securities which restrict the ability of the Subscriber (or others for whom it is contracting hereunder) to resell such Securities, that the Subscriber (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it (or beneficial purchasers for whom it is contracting hereunder) may not be able to resell such Securities except in accordance with limited exemptions under the Securities Laws.
(co) The Subscriber has not received nor been provided with, has not requested and does not have any need to receive a prospectus or offering memorandum, within the meaning of the Securities Laws, or any sales or advertising literature in connection with the Offering, and the Subscriber’s decision to subscribe for the Common Shares was based upon the Company’s publicly available documents included in the Xxxxx database administered by the SEC and the SEDAR database administered under the direction of the Canadian Securities Administration.
(p) Other than information provided to Subscriber in meetings or calls organized with representatives of the Company (summaries of which are to be filed by the Company on or before Closing, the Subscriber (and, if applicable, others for whom it is contracting hereunder), in entering into of this Agreement, has relied solely upon publicly available information relating to the Company (including that information in the documents listed in Schedule “E”), this Subscription Agreement and the transactions contemplated hereby do not result in the violation of upon any of the terms and provisions of verbal or written representation as to any law applicable to the Subscriber fact or of any agreement, written otherwise made by or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(d) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares behalf of the Company, nor is the Subscriber participatingor any employee, pursuant to a contractual agreement agent or otherwise, in the distribution of the Shares;affiliate thereof or any other person associated therewith.
(lq) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(o) no No person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) other than pursuant to the terms of the Securities Purchase Agreement, that any person will refund the purchase price of any of the Securities;Subscription Amount; or
(iii) as to the future price or value of any of the Securities; or.
(r) The subscription for the Common Shares has not been made through or as a result of, and the offer and sale of the Common Shares is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation.
(s) The Subscriber confirms that the Subscriber:
(i) has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Common Shares;
(ii) is capable of assessing the proposed investment in the Common Shares as a result of the Subscriber’s own experience or as a result of advice received from a person registered under applicable securities legislation;
(iii) is aware of the characteristics of the Common Shares and the risks relating to an investment therein, including, without limitation, those risks set out in the Company’s publicly available information including that set out in Schedule “E” hereto;
(iv) that is able to bear the economic risk of loss of its investment in the Common Shares;
(v) is an accredited investor as such term is defined in Regulation D under the U.S. Securities Act;
(vi) the Subscriber is not a resident of any of the Securities will be listed and posted for provinces or territories of Canada; and
(vii) the Subscriber has no intention of trading on any stock exchange or automated dealer quotation system or that application has been made to list and post in the Common Shares in any of the Securities provinces or territories of Canada during the period that commences with the issuance of the Company on any stock exchange or automated dealer quotation systemCommon Shares until June 24, 2011.
(t) The Subscriber understands that it is purchasing the Common Shares directly from the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Swisher Hygiene Inc.), Securities Purchase Agreement (Swisher Hygiene Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) 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 in accordance with its terms;
(ed) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(fe) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(gf) the Subscriber is not a U.S. Person;
(hg) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ih) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(ji) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(lk) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(ml) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nm) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(on) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Polar Petroleum Corp.), Private Placement Subscription Agreement (Polar Petroleum Corp.)
Representations, Warranties and Covenants of the Subscriber. (a) 7.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(fd) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(ge) the Subscriber is not a U.S. Person;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ig) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jh) the Subscriber is acquiring the Shares for investment only and not with a view to engaging in a business involving the resale or distribution of the Shares and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons;
(i) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(lk) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(ml) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nm) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingShares; and
(on) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 2 contracts
Samples: Collaboration Agreement (Clean Power Technologies Inc.), Private Placement Subscription Agreement (Clean Power Technologies Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company Issuer (which representations, warranties and covenants shall survive the Closing) that:
(a) unless the Subscriber is a U.S. Purchaser and has concurrently herewith completed, executed and delivered Exhibit B, the Subscriber is not in the United States, the Subscriber (and any person acting on its behalf) did not receive an offer to purchase the Shares in the United States, and the individuals making the order to purchase the Shares and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the order was placed and this Agreement was executed and delivered;
(b) no "bad actor" disqualifying event described in Rule 506(d)(1)(i)-(viii) of the 1933 Act (a "Disqualification Event") is applicable to the Subscriber, except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3), is applicable;
(c) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident which would apply to the offer and sale of the Shares, including any restrictions with respect to the trading in, and the restricted period or statutory hold period applicable to the Shares imposed by the applicable securities laws of the jurisdiction in which the Subscriber resides or to which such Subscriber is subject;
(d) the Subscriber is purchasing the Shares pursuant to an exemption from the prospectus requirement or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable laws of the securities regulators in the jurisdiction in which the Subscriber resides without the need to rely on any exemption;
(e) if the Subscriber is not a resident in Canada or the United States;
(i) the applicable laws of the authorities in the jurisdiction in which the Subscriber resides do not require the Issuer to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the jurisdiction in which the Purchaser resides in connection with the offer, issue, sale or resale of any of the Shares;
(ii) the purchase of the Shares by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction; and
(iii) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the jurisdiction in which the Purchaser resides which will confirm the matters referred to in subparagraphs (i), and (ii) above to the satisfaction of the Issuer, acting reasonably;
(f) 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 corporationcorporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(cg) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or, if applicable, the 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;
(dh) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in has received and carefully read this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the SubscriberAgreement;
(j) the Subscriber is outside aware that an investment in the United States when receiving Issuer is speculative and executing this Subscription Agreement and is acquiring involves certain risks, including the Shares as principal for possible loss of the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesentire investment;
(k) the Subscriber has made an independent examination and investigation of an investment in the Shares and the Issuer and agrees that the Issuer will not be responsible in any way whatsoever for the Subscriber's decision to invest in the Shares and the Issuer;
(l) the Subscriber is not an underwriter of, or dealer in, the common shares any of the CompanyShares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable Shares or any of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentthem;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;Shares,
(ii) that any person will refund the purchase price of any of the Securities;Shares, or
(iii) as to the future price or value of any of the SecuritiesShares; orand
(ivn) the Subscriber acknowledges and agrees that any the Issuer shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Issuer, along with an executed copy of this Agreement:
(i) the Securities will be listed and posted for trading on any stock exchange Accredited Investor Certificate attached hereto as Exhibit A, if applicable;
(ii) the United States Purchaser Questionnaire attached hereto as Exhibit B, if applicable; and
(iii) such other supporting documentation that the Issuer or automated dealer quotation system or that application has been made its legal counsel may request to list and post any of establish the Securities of the Company on any stock exchange or automated dealer quotation systemSubscriber's qualification as a qualified investor.
Appears in 2 contracts
Samples: Subscription Agreement (Naqi Logix Inc.), Subscription Agreement (Naqi Logix Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) 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 Subscriberhereto;
(c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(d) 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 in accordance with its termsSubscriber;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration has received and prospectus requirements of applicable securities legislation in all jurisdictions relevant to carefully read this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationSubscription Agreement;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(g) the Subscriber:
(i) the sale of the Shares to the Subscriber is knowledgeable of, or has been independently advised as contemplated in this Subscription Agreement complies with or is exempt from to, the applicable securities legislation laws of the securities regulators having application in the jurisdiction of residence in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the SubscriberSecurities,
(ii) is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Securities,
(iv) represents and warrants that the acquisition of the Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and
(v) the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;
(jh) the Subscriber is outside purchasing the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, for investment purposes only, only and not with a view to, or for, resale, distribution or fractionalisation fractionalization thereof, in whole or in part, 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 Subscriber is aware that an investment in the Company is speculative and no other person involves certain risks, including the possible loss of the entire investment;
(j) the Subscriber has a direct or indirect beneficial interest made an independent examination and investigation of an investment in such Sharesthe 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(k) 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 not able to bear the economic risks of an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, investment in the distribution Securities for an indefinite period of the Sharestime;
(l) 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 the Questionnaire and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;
(m) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mn) the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(o) the Subscriber understands and agrees that offers and sales of any of the Securities prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(p) the Subscriber 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;
(q) the Subscriber acknowledges that the Subscriber it has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nr) the Subscriber 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 and in each case only in accordance with applicable state and provincial securities laws;
(s) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(t) the Subscriber understands and agrees that the Company 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;
(u) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ov) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription Agreement includes any person in the United States.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Kore Nutrition, Inc.), Private Placement Subscription Agreement (Kore Nutrition, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 4.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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 Subscriberhereto;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) 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 in accordance with its terms;
(ed) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscriptiona director, andofficer, as a consequence, the Subscriber will not be entitled to use most employee or control person of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;Company
(fe) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(gf) the Subscriber is not a U.S. Person;
(hg) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(ih) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(i) the Subscriber is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingShares; and
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 2 contracts
Samples: Director Services Agreement (Bulldog Technologies Inc), Director Services Agreement (Bulldog Technologies Inc)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber is not a U.S. Person, as that term is defined in accordance with its termsRegulation S;
(e) the Subscriber is not acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person, as that term is defined in Regulation S;
(f) the Subscriber is an Accredited Investor (as defined in National Instrument 45-106) and the Subscriber agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Agreement:
(i) a fully completed and executed Questionnaire in the form attached as Exhibit A hereto; and
(ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as an Accredited Investor;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ih) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(ji) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(j) the decision to execute this Agreement and acquire the Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
(k) the Subscriber is acquiring the Securities as principal for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any other person;
(l) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Form 10-KSB and any other filings filed with the SEC;
(m) the Subscriber has made an independent examination and investigation of an investment in the 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(n) 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 Securities for an indefinite period of time;
(o) 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 the Company;
(p) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Questionnaire and the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(q) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(r) 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 in accordance with its terms;
(s) it is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities or any of them;
(lt) the Subscriber (i) is able to fend for him/her/itself understands and agrees that none of the Securities have been or will, except as set forth in this Agreement, be 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 Subscription; (ii) has such knowledge United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, 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 and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment each case only in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentaccordance with applicable state securities laws;
(mu) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of the Shares and the Underlying Shares pursuant to registration of the Shares and the Underlying Shares pursuant to the 1933 Act and any applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nv) the Subscriber understands and agrees that offers and sales of any of the 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 the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(w) the Subscriber 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;
(x) the Subscriber understands and agrees that the Company 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;
(y) the Subscriber is not aware of any advertisement of of, or any general solicitation in respect of, any of the Securities and is not acquiring the 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 advertisingSecurities; and
(oz) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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; except that the Company’s Common Stock is currently approved for trading on the U.S. Over the Counter Bulletin Board.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (California Oil & Gas Corp), Private Placement Subscription Agreement (California Oil & Gas Corp)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1. The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) the Subscriber It 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 corporationcorporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(cb) the The entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or, if the Subscriber is a corporate entity, the 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;
(dc) the 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;
(d) The Subscriber in accordance with its termshas received and carefully read this Subscription Agreement;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the The Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(if) the sale of The Subscriber is purchasing the Shares pursuant to the Subscriber as contemplated in this Subscription Agreement complies with exemptions from prospectus or is exempt from the equivalent requirements under applicable securities legislation of the jurisdiction of residence of the Subscriberlaws;
(jg) the The Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, only and not with a view toto resale or distribution;
(h) The Subscriber is aware that an investment in the Company is speculative and involves certain risks, or forincluding the possible loss of the entire investment;
(i) The Subscriber has made an independent examination and investigation of an investment in the Shares 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 any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(j) The Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, resale, distribution or fractionalisation thereof, (ii) has no need for liquidity in whole or in partthis investment, and no other person has a direct or indirect beneficial interest (iii) is able to bear the economic risks of an investment in such Sharesthe Shares for an indefinite period of time;
(k) 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 the Questionnaire and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber is not an underwriter of, or dealer in, the common shares of shall promptly notify the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the The Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the The Subscriber acknowledges understands and agrees that the Subscriber has not acquired none of the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S have been registered under the 0000 Xxx) 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 respect accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Shares which would include any activities undertaken for the purpose of1933 Act, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Shares pursuant to the 1933 Act and any in each case only in accordance with applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided hereinlaws;
(n) By completing the Questionnaire, the Subscriber is representing and warranting that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D of the 1933 Act;
(o) All information contained in the Questionnaire is complete and accurate and may be relied upon by the Company, and the Subscriber will notify the Company immediately of any material change in any such information occurring prior to the closing of the purchase of the Shares;
(p) The Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(q) The Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(r) The Subscriber is not aware of any advertisement of any of the Securities Shares and is not acquiring the 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;
(os) no No person has made to the Subscriber any written or oral representations:
: (i) that any person will resell or repurchase any of the Securities;
Shares; (ii) that any person will refund the purchase price of any of the Securities;
Shares; (iii) as to the future price or value of any of the SecuritiesShares; or
or (iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system; and
(t) The Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement: (i) a fully completed and executed Questionnaire in the form attached hereto as Exhibit A, and (ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as a qualified investor.
Appears in 2 contracts
Samples: Debt Conversion Agreement (Wishart Enterprises LTD), Debt Conversion Agreement (Wishart Enterprises LTD)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Subscriber is resident in the jurisdiction set out under the "Name and Address" on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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;
(ce) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(d) 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 in accordance with its terms;
(ef) the Subscriber is acquiring the Securities pursuant to an exemption from the registration as principal for its own account for investment purposes only and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account of any other person and not for distribution, assignment or benefit ofresale to others, directly and no other person has a direct or indirectlyindirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any U.S. Personother person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities;
(kh) the Subscriber is aware that an investment in the Company and Pubco is speculative and involves certain risks, including the possible loss of the entire investment;
(i) 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 Securities for an indefinite period of time;
(j) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the SharesSecurities;
(k) the Subscriber understands and agrees that none of the Securities have been or will be 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 ("Regulation "S" promulgated under the 1933 Act, 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 and in each case only in accordance with applicable state securities laws;
(l) the Subscriber understands and agrees that offers and sales of any of the Securities prior to the expiration of a restricted period after the date of original issuance of the Securities (isuch period hereinafter referred to as the "Distribution Compliance Period") is able shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to fend for him/her/itself the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the Subscription; (ii) has such knowledge registration provisions of the 1933 Act or an exemption therefrom and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment each case only in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentaccordance with applicable state securities laws;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and it covenants that it will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 XxxS) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber 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 securities laws;
(o) the Subscriber will indemnify the Company against, and will hold the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders harmless from, any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(p) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(oq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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, except that the shares of common stock of Pubco shall be quoted on the over-the-counter market operated by the Over-The-Counter Bulletin Board operated by FINRA.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 2 contracts
Samples: Subscription Agreement (UAN Power Corp), Subscription Agreement (UAN Power Corp)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(d) the sale of the Securities to the Subscriber as contemplated by the delivery of this Subscription Agreement, the acceptance of it by the Company and the issuance of the Securities to the Subscriber complies with all applicable laws of the Subscriber’s jurisdiction of residence or domicile and will not cause the Company to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable laws;
(e) the Subscriber:
i. is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Securities;
ii. the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;
iii. the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities; and
iv. the purchase of the Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction; and the Subscriber will, if requested by the Company, deliver to the Company and the Agent a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;
(f) 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 Securities for an indefinite period of time, and can afford the complete loss of such investment;
(g) the Subscriber is purchasing the Securities as principal for investment only and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, 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;
(h) the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(i) the Subscriber understands and agrees that offers and sales of any of the Securities prior to the expiration of the Distribution Compliance Period shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(j) the Subscriber 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 securities laws;
(k) the Subscriber acknowledges that it has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(l) the Subscriber (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(n) the Subscriber has received and carefully read this Subscription Agreement;
(o) the Subscriber has made an independent examination and investigation of an investment in the 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 Subscriber's decision to invest in the Securities and the Company;
(p) 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 Securities and the Company;
(q) 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, it shall promptly notify the Company;
(r) 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;
(cs) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or, if applicable, the 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;
(dt) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(ku) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lv) the Subscriber (i) is able to fend for him/her/itself in understands and agrees that none of the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S Securities have been registered under the 0000 Xxx) 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 respect 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 Shares which would include 1933 Act;
(w) the Subscriber understands and agrees that the Company will refuse to register any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale transfer of the Shares; providedSecurities not made in accordance with the provisions of Regulation S, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to an effective registration of the Shares pursuant to statement under the 1933 Act and any applicable state and federal securities laws or under pursuant to an available exemption from such the registration requirements and as otherwise provided hereinof the 1933 Act;
(nx) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(oy) no person has made to the Subscriber any written or oral representations:
(i) 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
(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, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement, Private Placement Subscription Agreement (Soefl Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1. The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) the Subscriber It 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 corporationcorporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(cb) the The entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or, if the Subscriber is a corporate entity, the 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;
(dc) the 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;
(d) The Subscriber in accordance with its termshas received and carefully read this Subscription Agreement;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the The Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(if) the sale of The Subscriber is purchasing the Shares pursuant to the Subscriber as contemplated in this Subscription Agreement complies with exemptions from prospectus or is exempt from the equivalent requirements under applicable securities legislation of the jurisdiction of residence of the Subscriberlaws;
(jg) the The Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, only and not with a view toto resale or distribution;
(h) The Subscriber is aware that an investment in the Company is speculative and involves certain risks, or forincluding the possible loss of the entire investment;
(i) The Subscriber has made an independent examination and investigation of an investment in the Shares 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 any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(j) The Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, resale, distribution or fractionalisation thereof, (ii) has no need for liquidity in whole or in partthis investment, and no other person has a direct or indirect beneficial interest (iii) is able to bear the economic risks of an investment in such Sharesthe Shares for an indefinite period of time;
(k) 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 the Questionnaire and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber is not an underwriter of, or dealer in, the common shares of shall promptly notify the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the The Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) The Subscriber understands and agrees that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale;
(n) By completing the Questionnaire, the Subscriber acknowledges is representing and warranting that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D of the Subscriber has not acquired the Shares as 1933 Act or a result of, and will not itself engage in, any “directed selling effortsnon-“U.S. person,” (as defined in Regulation S under the 0000 XxxSecurities Act;
(o) All information contained in the United States Questionnaire is complete and accurate and may be relied upon by the Company, and the Subscriber will notify the Company immediately of any material change in respect any such information occurring prior to the closing of the Shares which would include any activities undertaken for purchase of the purpose Shares;
(p) The Subscriber is not an underwriter of, or that could reasonably be expected dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to have the effect ofa contractual agreement or otherwise, conditioning the market in the United States for the resale distribution of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nq) the The Subscriber is not aware of any advertisement of any of the Securities Shares and is not acquiring the 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
(or) no person has made The Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Subscriber any written or oral representations:
Company, along with an executed copy of this Subscription Agreement: (i) that any person will resell or repurchase any of a fully completed and executed Questionnaire in the Securities;
form attached hereto as Exhibit A, and (ii) such other supporting documentation that any person will refund the purchase price Company or its legal counsel may request to establish the Subscriber's qualification as a qualified investor.
(s) The Subscriber is the lawful owner of any each listed component of the Securities;
(iii) Debt, as specified on Exhibit 1 hereto, either originally or by lawful assignment thereof, and has the full legal authority to the future price release, convert, or value of any of the Securities; or
(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 otherwise discharge all obligations of the Company on any stock exchange or automated dealer quotation systemwith regard to the Debt and all individually listed components thereof.
Appears in 2 contracts
Samples: Debt Conversion Agreement (Cross Click Media Inc.), Debt Conversion Agreement (Cross Click Media Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 5.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the ClosingClosing Date) that:
(a) the Subscriber is resident in the jurisdiction set out on page 2 of this Subscription Agreement;
(b) the Subscriber is acquiring the Units as principal for investment only and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part;
(c) the Subscriber 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 securities laws;
(d) 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;
(ce) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or, if applicable, the Subscriber 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;
(df) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber;
(g) the Subscriber is not a U.S. Personhas received and carefully read this Subscription Agreement;
(h) 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 resident able to bear the economic risks of an investment in the jurisdiction set out under Securities for an indefinite period of time, and can afford the heading “Name and Address complete loss of Subscriber” on the signature page of this Subscription Agreementsuch investment;
(i) the sale Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Shares to investment in the Securities and the Company, and the Subscriber as contemplated is providing evidence of knowledge and experience in this Subscription Agreement complies with or is exempt from these matters through the applicable securities legislation of information requested in the jurisdiction of residence of the SubscriberQuestionnaires;
(j) the Subscriber is outside understands and agrees that the United States when receiving Company and executing others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Subscription Agreement and the Questionnaires, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;
(k) the Subscriber is acquiring aware that an investment in the Shares as principal Company is speculative and involves certain risks, including the possible loss of the investment;
(l) the Subscriber is purchasing the Units for the Subscriber’s its own account, account for investment purposes only, only and not with a view tofor the account of any other person and not for distribution, assignment or for, resale, distribution or fractionalisation thereof, in whole or in partresale to others, and no other person has a direct or indirect beneficial interest is such Units, and the Subscriber has not subdivided his interest in such Sharesthe Units with any other person;
(km) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company's common stock, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereinUnits;
(n) the Subscriber has made an independent examination and investigation of an investment in the 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 Subscriber's decision to invest in the Securities and the Company;
(o) if the Subscriber is acquiring the Units as a fiduciary or agent for one or more investor accounts, the Subscriber has sole investment discretion with respect to each such account, and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(p) the Subscriber is not aware of any advertisement of any of the Securities Units and is not acquiring the Shares 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;
(oq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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, except that currently certain market makers make market in the shares of the Company's common stock on the OTC Bulletin Board; and
(r) the Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement:
(i) a fully completed and executed Questionnaires in the forms attached hereto as Schedule A and Schedule B, and
(ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as a qualified investor.
5.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription Agreement includes any person in the United States.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Megawest Energy Corp.), Private Placement Subscription Agreement (Megawest Energy Corp.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1. The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) the Subscriber It 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 corporationcorporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(cb) the The entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or, if the Subscriber is a corporate entity, the 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;
(dc) the 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;
(d) The Subscriber in accordance with its termshas received and carefully read this Subscription Agreement;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the The Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(if) the sale of The Subscriber is purchasing the Shares pursuant to the Subscriber as contemplated in this Subscription Agreement complies with exemptions from prospectus or is exempt from the equivalent requirements under applicable securities legislation of the jurisdiction of residence of the Subscriberlaws;
(jg) the The Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, only and not with a view toto resale or distribution;
(h) The Subscriber is aware that an investment in the Company is speculative and involves certain risks, or forincluding the possible loss of the entire investment;
(i) The Subscriber has made an independent examination and investigation of an investment in the Shares 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 any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(j) The Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, resale, distribution or fractionalisation thereof, (ii) has no need for liquidity in whole or in partthis investment, and no other person has a direct or indirect beneficial interest (iii) is able to bear the economic risks of an investment in such Sharesthe Shares for an indefinite period of time;
(k) 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 is not an underwriter of, or dealer in, the common shares of shall promptly notify the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the The Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the The Subscriber acknowledges understands and agrees that the Subscriber has not acquired the Shares are “restricted securities” as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S Rule 144 promulgated by the Commission under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose ofSecurities Act, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; providedShares is restricted by federal and state securities laws and, howeveraccordingly, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of must be held indefinitely unless their resale is subsequently registered under the Shares pursuant to the 1933 Securities Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereinis available for their resale;
(n) The Subscriber is representing and warranting that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D of the 1933 Act;
(o) The Subscriber will notify the Company immediately of any material change in any such information occurring prior to the closing of the purchase of the Shares;
(p) The Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(q) The Subscriber is not aware of any advertisement of any of the Securities Shares and is not acquiring the 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
(or) no person has made The Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Subscriber any written or oral representations:
(i) Company, along with an executed copy of this Subscription Agreement such other supporting documentation 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
(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 systemits legal counsel may request to establish the Subscriber's qualification as a qualified investor.
Appears in 2 contracts
Samples: Debt Settlement Agreement, Debt Settlement Agreement (Cleanspark, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company Issuer (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is a resident of, or if not an individual, has a head office or is otherwise subject to the laws of, the jurisdiction of its address set out on page 2 hereof, and that such address is the residence of the Subscriber or the place of business of the Subscriber at which the Subscriber received and accepted the offer to acquire the Shares and was not created or used solely for the purpose of acquiring the Shares.
(b) unless the Subscriber is a U.S. Purchaser (as defined in Exhibit B) and has concurrently herewith completed, executed and delivered Exhibit B, the Subscriber is not in the United States, the Subscriber (and any person acting on its behalf) did not receive an offer to purchase the Shares in the United States, and the individuals making the order to purchase the Shares and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the order was placed and this Agreement was executed and delivered;
(c) no "bad actor" Disqualification Event is applicable to the Subscriber, except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3), is applicable;
(d) if the Subscriber is resident outside of Canada and the United States:
(i) the Subscriber is purchasing the Shares as principal;
(ii) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the offer and sale of the Shares (in addition to the laws of Canada, if applicable), and the Subscriber is purchasing the Shares pursuant to, and in compliance with, the laws of the International Jurisdiction;
(iii) the Subscriber is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;
(iv) the applicable laws of the authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Shares;
(v) the purchase of the Shares by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or
B. any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction; and
(vi) the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (iii), (iv) and (v) above to the satisfaction of the Issuer, acting reasonably;
(e) 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 corporationcorporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(cf) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or, if applicable, the 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;
(dg) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. PersonSubscriber;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name has received and Address of Subscriber” on the signature page of carefully read this Subscription Agreement;
(i) the sale Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including the possible loss of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriberentire investment;
(j) the Subscriber is outside the United States when receiving has made an independent examination and executing this Subscription Agreement and is acquiring investigation of an investment in the Shares as principal and the Issuer and agrees that the Issuer will not be responsible in any way whatsoever for the Subscriber’s own account, for investment purposes only, 's decision to invest in the Shares and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Issuer;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares any of the CompanyShares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesShares or any of them;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;Shares,
(ii) that any person will refund the purchase price of any of the Securities;Shares, or
(iii) as to the future price or value of any of the SecuritiesShares; orand
(m) the Subscriber acknowledges and agrees that the Issuer shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Issuer, along with an executed copy of this Agreement:
(i) fully completed and executed Accredited Investor Certificate in the form attached hereto as Exhibit A, if applicable;
(ii) fully completed and executed U.S. Questionnaire in the form attached hereto as Exhibit B, if applicable;
(iii) by completing the Accredited Investor Certificate and all applicable appendices, the Subscriber is representing and warranting that the Subscriber satisfies one of the categories of prospectus exemptions under the Private Issuer Exemption set out in Section 2.4 of NI 45-106; and
(iv) such other supporting documentation that any of the Securities will be listed and posted for trading on any stock exchange Issuer or automated dealer quotation system or that application has been made its legal counsel may request to list and post any of establish the Securities of the Company on any stock exchange or automated dealer quotation systemSubscriber's qualification as a qualified investor.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Shackelford Pharma Inc.), Private Placement Subscription Agreement (Shackelford Pharma Inc.)
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, and covenants to the Corporation as follows, and acknowledges that the Corporation is executing and delivering this Agreement in reliance upon such representations, warranties, and covenants, which shall survive the Closing for such period as specified herein.
(a) The Subscriber hereby represents is a valid and warrants to and covenants with the Company (which representationssubsisting corporation, warranties and covenants shall survive the Closing) that:
(b) the Subscriber has the all requisite legal capacity and competence authority to enter into this Agreement, and execute any other instruments, certificates, and other documents executed and delivered by the Subscriber at the Closing or otherwise in connection with this Subscription Agreement and to take all actions required pursuant hereto andthe transaction contemplated in this Agreement. The execution, if the Subscriber is a corporationdelivery, 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 and the consummation of the transaction contemplated by this Agreement have been duly and validly authorized and approved by all necessary action on behalf the part of the Subscriber;
(c) the entering into of this Subscription . This Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(d) the Subscriber has been duly executed and delivered this Subscription Agreement by the Subscriber and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;terms (except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally and as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies) and will not violate or conflict with the articles, amended certificate of designations, or by-laws of the Subscriber or the terms of any restriction, agreement, or undertaking respecting purchases of securities by the Subscriber.
(eb) the The Subscriber is acquiring the Purchased Securities pursuant as principal for its own account and not for the benefit of any other person (within the meaning of applicable securities legislation), with the present intention of holding the Purchased Securities for purposes of investment, and that it has no intention of selling the Purchased Securities in a public distribution in violation of any applicable securities Laws.
(c) The Subscriber is solely responsible for obtaining such professional advice as it considers appropriate in connection with its subscription hereunder, and has been independently advised as to or is aware of the restrictions with respect to trading in the Purchased Securities; it acknowledges that it is aware of the characteristics of the Purchased Securities, the risks relating to an exemption from investment therein; and it covenants and agrees that it will not resell the registration and prospectus requirements Purchased Securities, except in accordance with the provisions of applicable securities legislation in all jurisdictions relevant and will consult with its own legal advisor with respect to this Subscriptionsuch compliance.
(a) The Subscriber has not received, andnor has it requested, as a consequencenor does it have any need to receive, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided any offering memorandum, or sales or advertising literature with respect to the Subscriber pursuant to applicable securities legislation;Corporation.
(fd) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the The Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has directors and/or officers have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective the Subscriber’s investment in the Shares; Purchased Securities and (iii) has the ability Subscriber is able to bear the economic risks of its prospective investment and can afford the complete loss of such investment;.
(me) The Subscriber is aware that this Agreement is subject to acceptance and allotment by the Corporation.
(f) The Subscriber acknowledges and understands that the Corporation is a “private issuer” as defined in CSA National Instrument 45-106 (Prospectus Exemptions). As such, the Subscriber acknowledges understands that the Corporation does not file any continuous disclosure documents with any securities commission or any other securities regulatory authority in Canada or anywhere else. IN ADDITION, THE SUBSCRIBER FULLY UNDERSTANDS THAT: (1) THE PURCHASED SECURITIES ARE SUBJECT TO TRANSFER RESTRICTIONS; (2) THERE IS NO MARKET FOR THE CORPORATION’S COMMON SHARES AND THERE IS NO ASSURANCE THAT A MARKET WILL EVER DEVELOP; (3) THE SUBSCRIBER MAY NOT SELL THE PURCHASED SECURITIES EXCEPT IN COMPLIANCE WITH THE CORPORATION’S APPLICABLE TRANSFER RESTRICTIONS AND APPLICABLE SECURITIES LAW.
(g) At the Closing Time, the Subscriber will be an existing security holder of the Corporation.
(h) The Subscriber has not acquired employed or incurred any liability to any broker, finder, or agent for any brokerage fees, finder’s fee, commissions, or other amounts with respect to this Agreement or any of the Shares as a result of, transactions contemplated hereby.
(i) The Subscriber understands and acknowledges that none of the Purchased Securities have been or will not itself engage in, any “directed selling efforts” (as defined in Regulation S be registered under the 0000 Xxx) in U.S. Securities Act or Blue Sky Laws; accordingly, the Purchased Securities are “restricted securities” within the meaning of the U.S. Securities Act, the United States in respect Exchange Act of the Shares which would include any activities undertaken for the purpose of1934, or that could reasonably be expected to have the effect ofas amended, conditioning the market in the United States for the resale of the Shares; providedand all rules and regulations promulgated thereunder and under applicable Blue Sky Laws (collectively, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;“U.S. Securities Laws”).
(nj) the The Subscriber is not aware of any advertisement of any of purchasing the Purchased Securities and is not acquiring the Shares as a result of any form of “general solicitation solicitation” or “general advertising including advertising” (as those terms are used in Regulation D under the U.S. Securities Act (“Regulation D”)), including, without limitation, advertisements, articles, notices notices, or other communications published in any newspaper, magazine or magazine, website, similar media media, or broadcast over radio or radio, television, or the internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and.
(ok) no person has made The Subscriber understands that if it decides to offer, sell, pledge, or otherwise transfer any of the Purchased Securities, they may be offered, sold, pledged, or otherwise transferred only: (i) to the Corporation; (ii) outside the United States in compliance with Rule 904 of Regulation S promulgated under the U.S. Securities Act (“Regulation S”) and in compliance with applicable local Laws and regulations; (iii) pursuant to a registration statement that has been declared effective under the U.S. Securities Act and is available for resale of the Purchased Securities; or (iv) in compliance with any other exemption from registration under the U.S. Securities Act, and in each case, in compliance with any applicable Blue Sky Laws. The Subscriber any written further understands and agrees that in the event of a transfer pursuant to the foregoing clause (ii) or oral representations(iv), the Corporation will require a legal opinion of counsel, or other evidence, reasonably satisfactory to the Corporation that such transfer is exempt from registration under the U.S. Securities Laws.
(l) The Subscriber understands that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Laws, certificates representing the Purchased Securities and all certificates issued in exchange therefore or in substitution thereof, will bear the following legends:
(m) The Subscriber is aware that its ability to enforce civil liabilities under the U.S. Securities Laws may be affected adversely by, among other things: (i) the fact that any person will resell or repurchase any the Corporation is continued under the laws of the Securities;
Canada; (ii) that any person will refund the purchase price of any some or all of the Securities;
directors and officers may be residents of countries other than the United States; and (iii) as to the future price all or value of any a substantial portion of the Securities; or
(iv) that any assets of the Securities will Corporation and such persons may 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 located outside the Securities of the Company on any stock exchange or automated dealer quotation systemUnited States.
Appears in 2 contracts
Samples: Subscription Agreement (Viking Energy Group, Inc.), Subscription Agreement (Camber Energy, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber has the requisite knowledge and experience in accordance with its termsfinancial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Subscriber is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaires;
(e) all information contained in the Subscriber Questionnaires is acquiring complete and accurate and may be relied upon by the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationCompany;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jg) the Subscriber is outside acquiring the 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 when receiving and executing this Subscription Agreement and or to U.S. Persons;
(h) the Subscriber is acquiring the Shares Securities as principal for the Subscriber’s own accountaccount (except for the circumstances outlined in paragraph 6.1(j), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(ki) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lj) if the Subscriber is acquiring the Securities as a fiduciary or agent for one or more investor accounts:
(i) the Subscriber (i) is able has sole investment discretion with respect to fend for him/her/itself in each such account and it has full power to make the Subscription; foregoing acknowledgements, representations and agreements on behalf of such account, and
(ii) has such knowledge the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined in Regulation D under the 1933 Act and experience in business matters as to be capable of evaluating Multilateral Instrument 45-103 adopted by the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentBritish Columbia Securities Commission;
(mk) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nl) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingSecurities; and
(om) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Eden Energy Corp), Private Placement Subscription Agreement (Eden Energy Corp)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to the Issuer and covenants with the Company its counsel (which representations, representations and warranties and covenants shall will survive the Closing) that:
(a) unless the Subscriber has completed Schedule E, the Subscriber is not a U.S. Person;
(b) the Subscriber is resident in the jurisdiction set out on page 1 of this 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 corporationcorporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(cd) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or, if applicable, the 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;
(de) it has relied solely upon publicly available information relating to the Issuer and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Issuer, such publicly available information having been relied upon by the Subscriber and acknowledges that the Issuer’s counsel is acting as counsel to the Issuer, and not as counsel to the Subscriber;
(f) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber;
(g) the Subscriber is not a U.S. Personhas received and carefully read this Agreement;
(h) the Subscriber is resident aware that an investment in the jurisdiction set out under Issuer is speculative and involves certain risks, including those risks disclosed in the heading “Name Public Record and Address the possible loss of Subscriber” on the signature page of this entire Subscription AgreementAmount;
(i) the sale Subscriber has made an independent examination and investigation of an investment in the Shares to Securities and the Subscriber as contemplated Issuer and agrees that the Issuer will not be responsible in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of any way for the Subscriber’s decision to invest in the Securities and the Issuer;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares any of the CompanySecurities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nk) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares Securities as a result of any form of general solicitation or general advertising advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
(ol) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;, or
(iii) as to the future price or value of any of the Securities.
6.2 In this Agreement, the term “U.S. Person” has the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; or
(ivb) that any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the Securities will be listed United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and posted for trading on owned, by accredited investors who are not natural persons, estates or trusts; or (e) any stock exchange estate or automated dealer quotation system trust of which any executor or that application has been made to list and post any of the Securities of the Company on any stock exchange administrator or automated dealer quotation systemtrustee is a U.S. Person.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement, Private Placement Subscription Agreement
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber has the requisite knowledge and experience in accordance with its termsfinancial 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 Questionnaires;
(e) all information contained in the Subscriber Questionnaires is acquiring complete and accurate and may be relied upon by the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationCompany;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jg) the Subscriber is outside acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States when receiving and executing this Subscription Agreement and or to U.S. Persons;
(h) the Subscriber is acquiring the Shares as principal for the Subscriber’s own accountaccount (except for the circumstances outlined in paragraph 6.1(j)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(ki) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(lj) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts:
(i) the Subscriber (i) is able has sole investment discretion with respect to fend for him/her/itself in each such account and it has full power to make the Subscription; foregoing acknowledgements, representations and agreements on behalf of such account, and
(ii) has such knowledge the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined in Regulation D under the 1933 Act and experience in business matters as to be capable of evaluating Multilateral Instrument 45-103 adopted by the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentBritish Columbia Securities Commission;
(mk) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nl) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingShares; and
(om) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Digital Youth Network Corp.), Private Placement Subscription Agreement (Digital Youth Network Corp.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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;
(ce) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(df) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber;
(g) the Subscriber is acquiring the Securities as principal 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 U.S. Persondirect or indirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any other person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities;
(i) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Forms 10-X, 00-X, 0-X and any other filings filed with the SEC;
(j) the Subscriber has made an independent examination and investigation of an investment in the 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(k) 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 Securities for an indefinite period of time;
(l) 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 the Company;
(m) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(n) 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 in accordance with its terms;
(o) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the SharesSecurities;
(lp) the Subscriber (i) is able to fend for him/her/itself understands and agrees that none of the Securities have been or will be 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 Subscription; United States or directly or indirectly to U.S. Persons, except in accordance with the provisions of Regulation S (ii) has such knowledge “Regulation “S” promulgated under the 1933 Act, 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 and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment each case only in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentaccordance with applicable state securities laws;
(mq) the Subscriber acknowledges understands and agrees that offers and sales of any of the Securities prior to the expiration of a period of six months after the date of original issuance of the Securities (the six month period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(r) the Subscriber has not acquired the Shares Securities as a result of, and it covenants that it will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(ns) the Subscriber 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 securities laws;
(t) the Subscriber understands and agrees that the Company 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;
(u) the Subscriber (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(v) the Subscriber will indemnify the Company against, and will hold the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders harmless from, any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(w) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ox) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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, except that currently the Company’s common shares are quoted on the over-the-counter market operated by the Over-The-Counter Bulletin Board operated by FINRA.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 2 contracts
Samples: Subscription Agreement (Anavex Life Sciences Corp.), Subscription Agreement (Anavex Life Sciences Corp.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Subscriber is resident in the jurisdiction set out on the signature page of this Subscription Agreement and the transfer of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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;
(ce) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or the outstanding 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;
(d) 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 in accordance with its terms;
(ef) the Subscriber is acquiring the Securities pursuant to an exemption from the registration as principal for its own account for investment purposes only and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account of any other person and not for distribution, assignment or benefit ofresale to others, directly and no other person has a direct or indirectlyindirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any U.S. Personother person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities;
(h) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Form 10-KSB, and the Company’s Form 10-Q, Form 8-K and any other periodic filings filed from time to time with the Commission;
(i) the Subscriber has made an independent examination and investigation of an investment in the 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(j) 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 Securities for an indefinite period of time;
(k) 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 the Company;
(l) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(m) 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 in accordance with its terms;
(n) the Subscriber is not an underwriter of, or dealer in, the common shares Common Stock of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the SharesSecurities;
(lo) the Subscriber (i) is able to fend for him/her/itself understands and agrees that none of the Securities have been or will be registered under the Securities 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 Subscription; United States or directly or indirectly to U.S. Persons, except in accordance with the provisions of Regulation S (ii“Regulation “S”) has such knowledge promulgated under the Securities Act, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and experience in business matters as to be capable each case only in accordance with applicable state securities laws consistent with the laws of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentany other applicable jurisdiction;
(mp) the Subscriber acknowledges understands and agrees that offers and sales of any of the Securities prior to the expiration of a period of six months after the date of original issuance of the Securities (the six month period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(q) the Subscriber has not acquired the Shares Securities as a result of, and it covenants that it will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Securities Act and any applicable state and federal securities laws or under an exemption from such registration requirements and requirements, as otherwise provided hereinherein and in compliance with any other applicable securities laws;
(nr) the Subscriber agrees not to engage in any hedging transactions involving any of the Securities unless such transactions are in compliance with the provisions of the Securities Act and in each case only in accordance with applicable state securities laws;
(s) the Subscriber understands and agrees that the Company 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 Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act;
(t) the Subscriber (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(u) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ov) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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, except that currently the Company’s Common Stock is quoted on the Over-The-Counter Bulletin Board (“OTCBB”) operated by FINRA.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 2 contracts
Samples: Cancellation Agreement (Qnective, Inc.), Subscription Agreement (Qnective, Inc.)
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants and covenants to the Corporation (and acknowledges that the Corporation is relying thereon) that:
(a) The the Subscriber is purchasing, or is deemed by Section 2.3(4) of NI 45-106 to be purchasing the Subscription Receipts as principal, and the Subscriber hereby represents confirms the truth and warrants to and covenants with accuracy of all statements made by the Company (which representations, warranties and covenants shall survive the Closing) that:Subscriber in such Accredited Investor Certificate;
(b) the Subscriber is resident in the Province of Ontario;
(c) the Subscriber is purchasing the Subscription Receipts for investment purposes only and not with a view to any resale or distribution of all or any of the Subscription Receipts in violation of applicable Securities Laws, and not in a transaction or series of transactions involving a purchase and sale or a repurchase and resale in the course of or incidental to a distribution;
(d) the Subscriber is not a U.S. Person (within the meaning set forth in Rule 902(k) of Regulation S under the U.S. Securities Act) nor subscribing for the Subscription Receipts for the account of a U.S. Person or for resale in the United States and the Subscriber confirms that the Subscription Receipts have not been offered to the Subscriber in the United States and that this Subscription Agreement has not been signed by the Subscriber in the United States;
(e) the subscription for the Subscription Receipts has not been made through or as a result of, and the distribution of the Subscription Receipts and the Additional Notes is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation;
(f) the Subscriber has not been created and is not being used primarily to permit the purchase of securities without a prospectus in reliance on an exemption from the prospectus requirements of applicable securities legislation;
(g) the Subscriber understands that it may not sell, hypothecate, transfer, assign or otherwise dispose of the Subscription Receipts or the Additional Notes, any part thereof, or any interest therein, unless and until the Subscriber has determined that the intended disposition does not violate the laws of any jurisdiction;
(h) the Subscriber has done its own due diligence, and obtained such independent business, legal capacity and competence to enter into tax advice as it considers necessary with respect to:
(i) the purchase of Subscription Receipts and execute the Notes; and
(ii) the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder,
(iii) and confirms that, except as set forth herein, no representation has been made to take all actions required pursuant hereto and, if it by or on behalf of the Corporation with respect thereto;
(i) the Subscriber is a corporation, it is has been duly incorporated and validly subsisting organized under the laws of its jurisdiction of incorporation and is validly existing and all approvals necessary approvals by its directors, shareholders for the Subscriber to execute and others have been obtained to authorize execution and performance of deliver this Subscription Agreement on behalf and to perform its obligations hereunder have been obtained;
(j) this Subscription Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes a legal, valid and binding obligation of the Subscriber, enforceable against it in accordance with its terms, subject only to (i) any limitation under applicable laws relating to bankruptcy, insolvency, arrangements or other laws of general application affecting the enforcement of creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;
(k) this Subscription Agreement will not violate or conflict with the terms of any restriction, agreement or undertaking respecting purchases of securities by the Subscriber;
(cl) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any as of the terms and provisions of any law applicable to the Subscriber or of any agreementdate hereof, written or oral, to which the Subscriber may be a party or by which the Subscriber is the sole beneficial owner (or may be bound;
(d) contractually holds the Subscriber has duly executed sole power and delivered this Subscription Agreement and it constitutes a valid and binding agreement discretion with respect to the rights of the Subscriber enforceable against the Subscriber in accordance with its terms;
(esole beneficial owner) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out existing Notes issued under the heading Trust Indenture in an aggregate principal amount of not less than $120,000,000 (the “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes onlyRelevant Notes”), and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability right and power to bear comply with the economic risks of its prospective investment and can afford the complete loss of such investmentcovenant contained in (n);
(m) no person has any agreement or option, or any right or privilege (whether by law or contract) for the Subscriber acknowledges that purchase, acquisition or transfer of the Subscriber has not acquired the Shares as a result ofRelevant Notes, and will the Relevant Notes are not itself engage insubject to any liens, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose ofencumbrances, obligations or other restrictions that could reasonably be expected adversely affect its ability to have perform the effect of, conditioning the market covenant in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein(n);
(n) in a consent solicitation initiated by the Corporation after the date hereof in order to obtain the required consents under the Trust Indenture to implement the First Supplemental Indenture (the “Consent Solicitation”), the Subscriber is not aware of any advertisement of any covenants and agrees to (a) deliver a conforming consent and direction (or directions) to the tabulation agent for the Consent Solicitation with respect to the Relevant Notes, (B) require the nominal record holder(s) of the Securities Relevant Notes to deliver a conforming consent and is not acquiring the 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
(o) no person has made direction to the Subscriber tabulation agent for the Consent Solicitation or (C) take any written or oral representations:
(i) other action 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 may be required, in each case with respect to the future price or value of any of Relevant Notes, in order to approve the Securities; or
(iv) that any of First Supplemental Indenture and allow the Securities will be listed trustee under the Trust Indenture to execute 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 deliver the Securities of the Company on any stock exchange or automated dealer quotation systemFirst Supplemental Indenture.
Appears in 2 contracts
Samples: Subscription Agreement (Postmedia Network Canada Corp.), Subscription Agreement (Postmedia Network Canada Corp.)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the ClosingClosing Date) that:
(ba) 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 corporationcorporation or other legal entity, it is duly incorporated or organized and validly subsisting existing and in good standing under the laws of its jurisdiction of incorporation or organization and all necessary approvals by its directors, shareholders shareholders, members, managers, owners and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) the Subscriber has duly executed and delivered this Subscription Agreement Agreement, and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(fd) the Subscriber is not acquiring the Shares Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(he) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(if) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jg) the Subscriber is outside acquiring the 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 when receiving and executing this Subscription Agreement and or to U.S. Persons;
(h) the Subscriber is acquiring the Shares Securities as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(ki) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lj) the Subscriber (i) is able to fend determine for him/her/itself in the propriety of the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mk) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 1000 Xxx) in the United States in respect of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of the Shares Securities pursuant to registration of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(l) the Subscriber understands and agrees that none of the Shares or Underlying Shares have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(m) the Subscriber 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 securities laws;
(n) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Securities not made in accordance with, and pursuant to an effective registration statement under, the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(o) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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;
(p) the Subscriber has completed the Accredited Investor Questionnaire attached hereto as Exhibit B in a complete and accurate fashion; and
(oq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;, or
(iii) as to the future price or value of any of the Securities; or.
(ivr) that The Subscriber has reviewed the Company’s filings with the Securities and Exchange Commission, understands the business of the Company and has been afforded an opportunity to ask questions of management.
(s) The Subscriber has carefully read the Company’s filings with the Securities and Exchange Commission. The Subscriber has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this offering and to obtain such additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of same as the undersigned reasonably desires in order to evaluate the investment. The Subscriber has had the opportunity to discuss any questions regarding any of the Securities will be listed and posted for trading on disclosure in Company’s filings with his counsel or other advisor. The Subscriber does not desire to receive any stock exchange or automated dealer quotation system or further information.
(t) The Subscriber is aware that application has been made to list and post any the purchase of the Securities is a speculative investment involving a high degree of risk, that there is no guarantee that the undersigned will realize any gain from this investment, and that the undersigned could lose the total amount of this investment.
(u) The Subscriber represents that if an individual, he or she has adequate means of providing for his or her current needs and personal and family contingencies and has no need for liquidity in this investment in the Securities. The Subscriber has no reason to anticipate any material change in his or her personal financial condition for the foreseeable future.
(v) The Subscriber is financially able to bear the economic risk of this investment, including the ability to hold the Securities indefinitely, or to afford a complete loss of the investment in the Securities.
(w) The Subscriber represents that the undersigned’s overall commitment to investments which are not readily marketable is not disproportionate to the Subscriber’s net worth, and the Subscriber’s investment in the Securities will not cause such overall commitment to become excessive. The undersigned understands that the statutory basis on which the Securities are being sold to the undersigned and others would not be available if the undersigned’s present intention were to hold the Securities for a fixed period or until the occurrence of a certain event. The undersigned realizes that in the view of the Securities and Exchange Commission (the “Commission”), a purchase now with a present intent to resell by reason of a foreseeable specific contingency or any anticipated change in the market value, or in the condition of the Company, or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by the undersigned for the acquisition of the Subscriber, and for which such Subscriber may be pledged as security or as donations to religious or charitable institutions for the purpose of securing a deduction on any stock exchange an income tax return, would, in fact, represent a purchase with an intent inconsistent with the undersigned’s representations to the Company, and the Commission would then regard such sale as a sale for which the exemption from registration is not available. The undersigned will not pledge, transfer or automated dealer quotation systemassign this Subscription Agreement.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (FNDS3000 Corp), Private Placement Subscription Agreement (FNDS3000 Corp)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement and the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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;
(ce) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(df) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber;
(g) the Subscriber is acquiring the Shares as principal 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 U.S. Persondirect or indirect beneficial interest in such Shares, and it has not subdivided its interest in the Shares with any other person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s 's own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such the Shares;
(i) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(j) the Subscriber has made an independent examination and investigation of an investment in the Shares 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 any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(k) 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;
(l) 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 the Company;
(m) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(n) 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 in accordance with its terms;
(o) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(lp) the Subscriber (i) is able to fend for him/her/itself understands and agrees that none of the Shares have been or will be 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 Subscription; United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (ii) has such knowledge "Regulation S"), 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 and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment each case only in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentaccordance with applicable state securities laws;
(mq) the Subscriber understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(r) the Subscriber acknowledges that the Subscriber it has not acquired the Shares as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(ns) the Subscriber understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state securities laws;
(t) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(u) the Subscriber (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(v) the Subscriber is not aware of any advertisement of any of the Securities Shares and is not acquiring the 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
(ow) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;Shares,
(ii) that any person will refund the purchase price of any of the Securities;Shares,
(iii) as to the future price or value of any of the Securities; Shares, or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 2 contracts
Samples: Subscription Agreement (Lightscape Technologies Inc.), Subscription Agreement (Lightscape Technologies Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 7.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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;
(ce) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(d) 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 in accordance with its terms;
(ef) the Subscriber is acquiring the Securities pursuant to an exemption from the registration as principal for its own account for investment purposes only and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account of any other person and not for distribution, assignment or benefit ofresale to others, directly and no other person has a direct or indirectlyindirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any U.S. Personother person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities;
(kh) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Forms 00-X, 00-X, 0-X and any other filings filed with the SEC;
(i) 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 Securities for an indefinite period of time;
(j) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the SharesSecurities;
(k) the Subscriber understands and agrees that none of the Securities have been or will be 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 (“Regulation “S” promulgated under the 1933 Act, 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 and in each case only in accordance with applicable state securities laws;
(l) the Subscriber understands and agrees that offers and sales of any of the Securities prior to the expiration of a restricted period after the date of original issuance of the Securities (isuch period hereinafter referred to as the “Distribution Compliance Period”) is able shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to fend for him/her/itself the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the Subscription; (ii) has such knowledge registration provisions of the 1933 Act or an exemption therefrom and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment each case only in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentaccordance with applicable state securities laws;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and it covenants that it will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber 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 securities laws;
(o) the Subscriber will indemnify the Company against, and will hold the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders harmless from, any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(p) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(oq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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, except that currently the Company’s common shares are quoted on the over-the- counter market operated by the Over-The-Counter Bulletin Board operated by FINRA.
7.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 2 contracts
Samples: Subscription Agreement (Coronado Corp.), Subscription Agreement (Eden Energy Corp)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(bi) the Subscriber is resident in the jurisdiction set forth on page 3 underneath the Subscriber’s name and signature;
(ii) 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;
(ciii) 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 Securities for an indefinite period of time;
(iv) the Subscriber has made an independent examination and investigation of an investment in the 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 Subscriber’s decision to invest in the Securities and the Company;
(v) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company and the 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;
(vi) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dvii) 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 in accordance with its termsSubscriber;
(eviii) the Subscriber is acquiring it understands and agrees that none of the Securities pursuant to an exemption from have been registered under the registration and prospectus requirements of applicable 1933 Act or any state securities legislation in all jurisdictions relevant to this Subscriptionlaws, and, as a consequenceunless so registered, none may be offered or sold in the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit ofUnited States or, directly or indirectly, any to U.S. PersonPersons (as defined herein) except pursuant to an exemption from, or in a transaction not subject to, the Registration Requirements of the 1933 Act and in each case only in accordance with state securities laws;
(gix) it is purchasing the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal Securities for the Subscriber’s its own account, account for investment purposes only, only and not with a view tofor the account of any other person and not for distribution, assignment or for, resale, distribution or fractionalisation thereof, in whole or in partresale to others, and no other person has a direct or indirect beneficial interest in is such Shares, and the Subscriber has not subdivided his interest in the Securities with any other person;
(kx) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) it is able to fend for him/her/itself in the Subscription; (ii) has such knowledge Subscription and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mxi) if it is acquiring the Securities as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(xii) it understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgments, representations and agreements contained in sections 5 and 6 hereof and agrees that if any of such acknowledgments, representations and agreements are no longer accurate or have been breached, it shall promptly notify the Company;
(xiii) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Securities,
(ii) is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Securities, and
(iv) represents and warrants that the acquisition of the Securities by the Subscriber does not trigger:
I. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
II. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and
(xiv) the Subscriber acknowledges that will, if requested by the Subscriber has not acquired Company, deliver to the Shares as Company a result ofcertificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under iv) above to the 0000 Xxx) in the United States in respect satisfaction of the Shares which would include any activities undertaken for the purpose ofCompany, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;acting reasonably
(nxv) the Subscriber is not aware of any advertisement of any of acquiring the Securities and is not acquiring the 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 radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and;
(oxvi) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
(b) In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S and for the purpose of the Subscription includes any person in the United States.
Appears in 2 contracts
Samples: Intellectual Property Purchase and Sale Agreement (Biologix Hair Inc.), Intellectual Property Purchase and Sale Agreement (Biologix Hair Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person and the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(b) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Agreement;
(c) it 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 corporationcorporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(cd) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or, if the Subscriber is a corporate entity, 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;
(de) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationSubscriber;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Personhas received and carefully read this Agreement;
(g) the Subscriber is acquiring the Shares as principal for investment only and not with a U.S. Personview to resale or distribution;
(h) the Subscriber is resident aware that an investment in the jurisdiction set out under Company is speculative and involves certain risks, including the heading “Name and Address possible loss of Subscriber” on the signature page of this Subscription Agreemententire investment;
(i) the sale Subscriber has made an independent examination and investigation of an investment in the Shares to and the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from Company and has depended on the applicable securities legislation advice of the jurisdiction of residence of the Subscriberits legal and financial advisors;
(j) 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;
(k) the Subscriber (i) is able to fend for itself; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) can afford the complete loss of such investment;
(l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement Agreement;
(m) the Subscriber understands and is acquiring agrees that offers and sales of any of the Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as principal for the Subscriber’s own account“Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, for investment purposes onlypursuant to the registration provisions of the 1933 Act or an exemption therefrom, and not that all offers and sales after the Distribution Compliance Period shall be made only in compliance with a view to, the registration provisions of the 1933 Act or for, resale, distribution or fractionalisation thereof, an exemption therefrom and in whole or each case only in partaccordance with applicable state and provincial securities laws;
(n) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company, and no other person has a direct or indirect beneficial interest the Subscriber will notify the Company immediately of any material change in any such information occurring prior to the closing of the issuance of the Shares;
(ko) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(np) the Subscriber is not aware of any advertisement of any of the Securities Shares and is not acquiring the 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;
(oq) others will rely upon the truth and accuracy of the representations and warranties contained in this Section 6.1 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Company;
(r) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system; and
(s) the Subscriber has provided to the Company, along with an executed copy of this Agreement:
(i) fully completed and executed Questionnaire in the form attached hereto as Exhibit A, and
(ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber’s qualification as a qualified investor.
6.2 In this Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Agreement includes any person in the United States.
Appears in 2 contracts
Samples: Debt Conversion Subscription Agreement (Nexaira Wireless Inc.), Debt Conversion Subscription Agreement (Nexaira Wireless Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) the Subscriber it 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, and 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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 in accordance with its termsSubscriber;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(hd) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(ie) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jf) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, for investment purposes only, only and not with a view to, to resale or for, resale, distribution or fractionalisation thereofand, in whole particular, it has no intention to distribute either directly or indirectly any of the Securities in partthe United States or to U.S. Persons;
(g) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(h) the Subscriber has made an independent examination and investigation of an investment in the Shares 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 any way whatsoever for the Subscriber's decision to invest in the Securities and the Company;
(i) 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;
(j) 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 Agreement and agrees that if any of such acknowledgements, representations and agreements are no other person has a direct longer accurate or indirect beneficial interest in such Shareshave been breached, the Subscriber shall promptly notify the Company;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(ml) the Subscriber acknowledges understands and agrees that none of the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S Securities have been registered under the 0000 Xxx) 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 respect accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Shares which would include any activities undertaken for the purpose of1933 Act, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Shares pursuant to the 1933 Act and any in each case only in accordance with applicable state and federal provincial securities laws or under laws;
(m) by completing the Questionnaire, the Subscriber is representing and warranting that it is an exemption from such registration requirements and "accredited investor" as otherwise provided hereinthat term is defined in Regulation D of the 1933 Act;
(n) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company, and the 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;
(o) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(p) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares or the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(or) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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, except that currently certain market makers make market in the common shares of the Company on the OTCBB.
6.2 In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Counterpath Solutions, Inc.), Private Placement Subscription Agreement (Counterpath Solutions, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall will survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber in accordance with its termsis not a U.S. Person;
(e) the Subscriber is not acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(ig) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jh) the Subscriber is acquiring the 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 Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own accountaccount (except for the circumstances outlined in paragraph 6.1(l)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lk) the Subscriber Subscriber: (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) if the Subscriber is acquiring the Securities as a fiduciary or agent for one or more investor accounts:
(i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and
(ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an "Accredited Investor", as the term is defined in Regulation D under the 1933 Act;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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; andSecurities;
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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;
(p) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Units,
(ii) is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Securities, and
(iv) represents and warrants that the acquisition of the Units by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably; and
(q) the Subscriber acknowledges that the Escrowed Securities (as defined below in Section 10.1) will be subject to the following terms, namely:
(i) if the Company achieves one of the Milestones (as defined below) within eight months from the date on which the Company moves into its research facility after the closing of the transactions contemplated by an asset purchase agreement made between the Company, Indigoleaf Associates Ltd. and Xx. Xxxxx Xxxxxxx, dated January 10, 2008 (the "Closing"), then the Subscriber, on a pro rata basis with the other subscribers to the Offering, will exercise Warrants for at least $950,000 (i.e. at least 760,000 warrants at $1.25 per common share) within 30 days after receipt of the Company's written notice that it achieved such a Milestone (but not earlier than 90 days after the Closing). Provided that if the price of the Shares, as quoted on the NASDAQ Over-the-Counter Bulletin Board (or other exchange on which the shares are traded) on the date the Company achieves a Milestone, is less than $1.25 per share, then the directors of the Company may, in their sole discretion, allow the subscribers to the Offering to purchase, on a pro rata basis, Shares at the then market price, in the aggregate amount of $950,000 without penalty as provided by Section 6.1(q)(ii) hereof. For the purposed hereof, each of the following will be deemed a "Milestone":
A. sequencing of the variable region of the novel melanoma Mab and filing a patent for that Mab;
B. creating novel Mabs against breast cancer which react with at least three different breast cancer specimen (tissue or sera) and do not cross react with a negative control (e.g. normal tissue or serum); or
C. creating novel Mabs against colorectal cancer which react with at least three different colorectal cancer specimen (tissue or sera) and do not cross react with a negative control (e.g. normal tissue or serum).
(ii) if the Subscriber defaults on its commitment to exercise its portion of the Warrants pursuant to the provisions of Section 6.1(q)(i) hereof, then, without limiting the remedies of the Company for such breach, all of the Subscriber's Warrants held in escrow pursuant to Section 10.1 hereof will immediately expire, and the Subscriber's Shares held in escrow pursuant to Section 10.1hereof above will be immediately transferred to the Company.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Mabcure Inc.), Private Placement Subscription Agreement (Mabcure Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) the Subscriber it 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 corporationcorporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber in accordance with its termshas received and carefully read this Subscription Agreement;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(f) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Shares,
(ii) is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Shares, and
(iv) represents and warrants that the acquisition of the Shares by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and
(v) the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;
(g) the Subscriber is acquiring the Shares as principal for investment only and not with a view to resale or distribution;
(h) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(i) the sale Subscriber has made an independent examination and investigation of an investment in the Shares to and the Subscriber as contemplated Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(j) 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 outside able to bear the United States when receiving and executing this Subscription Agreement and is acquiring economic risks of an investment in the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesan indefinite period of time;
(k) the Subscriber is not an underwriter ofunderstands 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 the Questionnaires and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or dealer inhave been breached, the common shares of Subscriber shall promptly notify the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges understands and agrees that the Subscriber has not acquired none of the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S have been registered under the 0000 Xxx) 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 respect accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Shares which would include any activities undertaken for the purpose of1933 Act, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Shares pursuant to the 1933 Act and any in each case only in accordance with applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided hereinlaws;
(n) by completing the Questionnaires, the Subscriber is representing and warranting that it is an "accredited investor" as that term is defined in Regulation D of the 1933 Act and NI 45-106;
(o) all information contained in the Questionnaires is complete and accurate and may be relied upon by the Company, and the Subscriber will notify the Company immediately of any material change in any such information occurring prior to the closing of the purchase of the Shares;
(p) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(q) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(r) the Subscriber is not aware of any advertisement of any of the Securities Shares and is not acquiring the 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;
(os) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTCBB; and
(t) the Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement:
(i) a fully completed and executed Questionnaire in the form attached hereto as Exhibits A and B, and
(ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as a qualified investor.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription Agreement includes any person in the United States.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Counterpath Solutions, Inc.), Private Placement Subscription Agreement (Counterpath Solutions, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) 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 in accordance with its terms;
(ed) the Subscriber is not acquiring the Securities pursuant to an exemption from Shares for the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscriptionaccount or benefit of, anddirectly or indirectly, any U.S. Person, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationterm is defined in Regulation S;
(fe) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(gf) the Subscriber is not a U.S. Person, as that term is defined in Regulation S;
(hg) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ih) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(i) the Subscriber is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons, as that term is defined in Regulation S;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber an affiliate of any such underwriter of or dealer in the Shares, nor is it participating, pursuant to a contractual agreement or otherwise, in the any distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(o) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(np) in addition to the restrictions on sale or transfer in subsection 1.4 of this Subscription, the Subscriber understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Shares (the one year period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(q) the Subscriber understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(r) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(s) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingShares; and
(ot) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company Shares on any stock exchange or automated dealer quotation system; except that the Company’s Common Stock is currently approved for trading on the OTC Bulletin Board.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Global Energy Inc), Private Placement Subscription Agreement (Global Energy Inc)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) ), and acknowledges that the Company is relying thereon, that:
(a) the Subscriber is not a U.S. Person as that term is defined in Regulation S;
(b) the Subscriber is not acquiring the Note for the account or benefit of, directly or indirectly, any U.S. Person as that term is defined in Regulation S;
(c) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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;
(ce) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(df) the Subscriber has duly executed and delivered this Subscription Agreement and upon acceptance thereof by the Company it will constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(eg) the Subscriber is acquiring the Securities pursuant to an exemption from the registration as principal for its own account for investment purposes only and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account of any other person and not for distribution, assignment or benefit ofresale to others, directly and no other person has a direct or indirectlyindirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any U.S. Person;
(g) the Subscriber is not a U.S. Personother person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Note as principal for the Subscriber’s own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities;
(i) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered risk factors being communicated by the Company and/or the Subscriber’s professional advisor(s);
(j) the Subscriber has made an independent examination and investigation of an investment in the 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(k) 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 Securities for an indefinite period of time;
(l) 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 the Company;
(m) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(n) 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 in accordance with its terms;
(o) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company’s Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the Shares;
(lp) the Subscriber is not an underwriter of, or dealer in, the Company’s Shares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the Securities;
(q) the Subscriber understands and agrees that offers and sales of any of the Securities prior to the expiration of restricted period after the date of original issuance of the Securities (the twelve month period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(r) the Subscriber 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 securities laws;
(s) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mt) the Subscriber acknowledges that will indemnify the Subscriber has not acquired the Shares as a result ofCompany against, and will not itself engage inhold the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders harmless from, any “directed selling efforts” and all loss, liability, claim, damage and expense whatsoever (as defined including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in Regulation S under the 0000 Xxxinvestigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) in the United States in respect arising out of or based upon any representation or warranty of the Shares which would include Subscriber contained herein or in any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that document furnished by the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and Company in connection herewith being untrue in any applicable state and federal securities laws material respect or under an exemption from such registration requirements and as otherwise provided hereinany breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(nu) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ov) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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, except that currently the Company’s common shares are quoted on any exchange once the Company has obtained approval from the SEC.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 2 contracts
Samples: Subscription Agreement (Network Cn Inc), Subscription Agreement (Network Cn Inc)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(b) 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;
(c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Bison Petroleum, Corp., Private Placement Subscription Agreement 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;
(d) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
; Bison Petroleum, Corp., Private Placement Subscription Agreement (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
(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.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Bison Petroleum, Corp.)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(b) 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 other have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;.
(c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(d) 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 in accordance with its terms;Subscriber.
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as not a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationU.S. Person;
(f) the Subscriber is not acquiring the Shares Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(ih) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(i) the Subscriber is acquiring the 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;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s 's own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(k) the Subscriber 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 and in each case only in accordance with applicable state and provincial securities laws;
(l) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lm) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mn) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; providedprovide, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration of any of the Offering Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(no) the Subscriber understands and agrees that offers and sales of any of the Offering Shares prior to the expiration of a period of one year after the date of original issuance of the Offering Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(p) the Subscriber 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 any applicable securities laws;
(q) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(or) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.
(s) In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Asia Broadband Inc)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Subscriber or the Articles of Incorporation and By-laws 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;
(dc) 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;
(d) the Subscriber has the requisite knowledge and experience in accordance with its termsfinancial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Subscriber is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaires;
(e) all information contained in the Subscriber is acquiring Questionnaires are complete and accurate and may be relied upon by the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationCompany;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jg) the Subscriber is outside acquiring the United States when receiving Securities for investment only and executing this Subscription Agreement and not with a view to resale or distribution;
(h) the Subscriber is acquiring the Shares Securities as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(ki) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lj) if the Subscriber is acquiring the Securities as a fiduciary or agent for one or more investor accounts:
(i) the Subscriber (i) is able has sole investment discretion with respect to fend for him/her/itself in each such account and it has full power to make the Subscription; foregoing acknowledgements, representations and agreements on behalf of such account, and
(ii) has such knowledge and experience the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined in business matters as to be capable of evaluating Regulation D under the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment1933 Act;
(mk) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) efforts in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nl) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingSecurities; and
(om) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(iii) as to the future price or value of any of the Securities; or,
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company Shares on any stock exchange or automated dealer quotation system; except that the Company’s Common Stock is currently approved for trading on the U.S. Over the Counter Bulletin Board.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Fundstech Corp)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) the Subscriber is acquiring the Securities as principal for the Subscriber's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(b) if the Subscriber is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Subscriber has sole investment discretion with respect to each such account and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(c) the residence of the Subscriber set forth on the execution page hereof is the true and correct residence of the Subscriber and he has no present intention to become resident or domiciled in any other province, state or other jurisdiction;
(d) should there be any change in any of the information which the Subscriber has provided to the Company prior to the acceptance by the Company of this subscription, the Subscriber will immediately provide such information to the Company by telephone prior to such acceptance and will confirm such information in writing;
(e) the Subscriber, if an individual, has attained the age of majority and 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;
(cf) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dg) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. PersonSubscriber;
(h) the Subscriber is resident aware that an investment in the jurisdiction set out under Company is speculative and involves certain risks, including the heading “Name and Address possible loss of Subscriber” on the signature page of this Subscription Agreementinvestment;
(i) the sale Subscriber, together with his advisor(s), if any, has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Shares to investment in the Subscriber as contemplated Securities and the Company and it is providing evidence of such knowledge and experience in this Subscription Agreement complies with or is exempt from these matters through the applicable securities legislation of information requested in the jurisdiction of residence of the SubscriberQuestionnaire;
(j) the Subscriber is outside the United States when receiving (1) has adequate net worth and executing means of providing for its current financial needs and possible personal contingencies, (2) has no need for liquidity in this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes onlyinvestment, and not with a view to, or for, resale, distribution or fractionalisation thereof, (3) is able to bear the economic risks of an investment in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities for an indefinite period of time;
(k) the Subscriber has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of his legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's decision to invest in the Securities and the Company;
(l) the Subscriber is an "Accredited Investor", as the term is defined under Regulation D of the 1933 Act;
(m) if the Subscriber is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the investor accounts for which the 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;
(n) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lo) the Subscriber (i) is able understands and agrees not to fend for him/her/itself engage in any hedging transactions involving any of the Subscription; (ii) has Securities unless such knowledge and experience transactions are in business matters as to be capable compliance with the provisions of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment1933 Act;
(mp) the Subscriber acknowledges understands and agrees that the Company will refuse to register any transfer of the Securities to a U.S. Person not made 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 Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgments, representations and agreements contained in sections 5 and 6 hereof and agrees that if any of such acknowledgments, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;
(r) the Subscriber is not a "control person" of the Company as defined in the B.C. Act, will not become a "control person" by virtue of this purchase of the Securities and does not intend to act in concert with any other person to form a control group;
(s) the Subscriber has not acquired the Shares as no knowledge of a result of, and will not itself engage in, any “directed selling efforts” "material fact" or "material change" (as those terms are defined in Regulation S under the 0000 XxxB.C. Act) in the United States in respect affairs of the Shares which would include any activities undertaken for the purpose of, or Company that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant has not been generally disclosed to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereinpublic, save knowledge of this particular transaction;
(nt) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ou) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;; or
(iii) as to the future price or value of any of the Securities; or.
(iv) that any 6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S and for the purpose of the Securities will be listed and posted for trading on Subscription includes any stock exchange or automated dealer quotation system or that application has been made to list and post any of person in the Securities of the Company on any stock exchange or automated dealer quotation systemUnited States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Esarbee Investments LTD)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(d) the sale of the Securities to the Subscriber as contemplated by the delivery of this Subscription Agreement, the acceptance of it by the Company and the issuance of the Securities to the Subscriber complies with all applicable laws of the Subscriber’s jurisdiction of residence or domicile and will not cause the Company to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable laws;
(e) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Securities;
(ii) the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;
(iii) the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities; and
(iv) the purchase of the Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction; and the Subscriber will, if requested by the Company, deliver to the Company and the Agent a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;
(f) 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 Securities for an indefinite period of time, and can afford the complete loss of such investment;
(g) if applicable, all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company, and the 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;
(h) the Subscriber is purchasing the Securities as principal for investment only and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, 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 Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(j) the Subscriber understands and agrees that offers and sales of any of the 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 the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(k) the Subscriber 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;
(l) the Subscriber acknowledges that it has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Subscriber (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(n) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(o) the Subscriber has received and carefully read this Subscription Agreement;
(p) the Subscriber has made an independent examination and investigation of an investment in the 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 Subscriber's decision to invest in the Securities and the Company;
(q) 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 Securities and the Company;
(r) 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 the Questionnaire, if applicable, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, it shall promptly notify the Company;
(s) 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;
(ct) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or, if applicable, the 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;
(du) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(kv) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lw) the Subscriber (i) is able to fend for him/her/itself in understands and agrees that none of the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S Securities have been registered under the 0000 Xxx) 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 respect 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 Shares which would include 1933 Act;
(x) the Subscriber understands and agrees that the Company will refuse to register any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale transfer of the Shares; providedSecurities not made in accordance with the provisions of Regulation S, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to an effective registration of the Shares pursuant to statement under the 1933 Act and any applicable state and federal securities laws or under pursuant to an available exemption from such the registration requirements and as otherwise provided hereinof the 1933 Act;
(ny) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(oz) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Colorado Goldfields Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 7.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber in accordance with its termsis not a U.S. Person;
(e) the Subscriber is not acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ig) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jh) the Subscriber is acquiring the 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 Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own accountaccount (except for the circumstances outlined in paragraph 7.1(l)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lk) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(ml) if the Subscriber is acquiring the Securities as a fiduciary or agent for one or more investor accounts:
(i) the Subscriber acknowledges that has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and
(ii) the investor accounts for which the Subscriber has not acquired the Shares acts as a result offiduciary or agent satisfy the definition of an “Accredited Investor”, and will not itself engage in, any “directed selling efforts” (as the term is defined in Regulation S under Multilateral Instrument 45-103 adopted by the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereinBC Commission;
(nm) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingSecurities; and
(on) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
(o) the Subscriber is resident in British Columbia or Overseas and (check one or more of the following boxes):
(A) is an “accredited investor” as that term is defined under Multilateral Instrument MI 45-103 (if so, fill out and sign Exhibit A) [ ]
(B) is a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company [ ]
(C) is a close personal friend of a director, senior officer or control person of the Company [ ]
(D) is a close business associate of a director, senior officer or control person of the Company [ ]
(p) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1 above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (Fill in the name of each director. senior officer and control person which you have the above-mentioned relationship with).
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Goldrange Resources, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(b) : 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;
(c) ; the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(d) ; 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; the Subscriber in accordance with its terms;
(e) is an individual, the Subscriber is acquiring a sufficient number of Shares as principal such that the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, aggregate acquisition cost is at least CDN$97,000; the Subscriber will is not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) a U.S. Person; the Subscriber is not acquiring the Shares Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) ; the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(i) ; the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) ; the Subscriber is acquiring the 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; the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s 's own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) Securities; the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) Securities; the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) ; the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) ; the Subscriber is not aware of any advertisement of any of the Securities Securities; and is not acquiring the 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
(o) no person has made to the Subscriber any written or oral representations:
(i) : that any person will resell or repurchase any of the Securities;
(ii) ; that any person will refund the purchase price of any of the Securities;
(iii) ; as to the future price or value of any of the Securities; or
(iv) or 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, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Internetstudios Com Inc)
Representations, Warranties and Covenants of the Subscriber. The Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom it is acting, hereby represents and warrants to, and covenants with, the Corporation as follows as at the date hereof and as at the Closing Time and acknowledges that the Corporation and its counsel, are relying on such representations and warranties in connection with the transactions contemplated herein:
(a) The Subscriber hereby represents and warrants (if applicable) each beneficial purchaser for whom it is acting is resident or, if not an individual, has its head office, in the jurisdiction set out on the face page of this Subscription Agreement. The address set forth on the face page of this Subscription Agreement is the residence of the Subscriber, or the residence of any beneficial purchaser for whom the Subscriber is acting, and such address was not obtained or used solely for the purpose of acquiring Units and the Subscriber and any beneficial purchaser was solicited to purchase Units, placed the buy order for the Subscribed Units and covenants with the Company (which representationsexecuted this Subscription Agreement, warranties and covenants shall survive the Closing) that:solely in such jurisdiction.
(b) The Subscriber, on its own behalf and (if applicable) on behalf of each beneficial purchaser for whom it is acting, represents, warrants and certifies that it and each such beneficial purchaser is an Accredited Investor and further certifies that the Subscriber or (if applicable) each such beneficial purchaser, as the case may be, falls into one or more of the categories listed in Schedule "A" hereto as indicated on Schedule "A" hereto, which has been executed and delivered with this Subscription Agreement.
(c) The execution and delivery of this Subscription Agreement, the legal capacity performance and competence compliance with the terms hereof, the subscription for and purchase of the Subscribed Units and the completion of the transactions described herein by the Subscriber will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber or any beneficial purchaser for whom the Subscriber is acting, the Securities Laws or any other laws applicable to enter into the Subscriber or any beneficial purchaser for whom the Subscriber is acting, any agreement to which the Subscriber or any beneficial purchaser for whom the Subscriber is acting is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber or any beneficial purchaser for whom the Subscriber is acting.
(d) Either (i) the Subscriber is subscribing for the Subscribed Units as principal for its own account and not for the benefit of any other person (within the meaning of applicable Securities Laws), for investment purposes, and not with a view to the resale or distribution of all or any of the Subscribed Units in violation of U.S. federal or state securities laws; or (ii) the Subscriber is acting as fiduciary or agent (including, for greater certainty, a portfolio manager or comparable adviser) for a beneficial purchaser and the Subscriber is duly and properly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such beneficial purchaser and not for the benefit of any other Person, for investment purposes, and not with a view to take all actions the resale or distribution of the Underlying Securities in violation of U.S. federal or state securities laws, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of the Subscriber and the Subscriber acknowledges that the Corporation may be required pursuant hereto and, if by law to disclose the identity of such beneficial purchaser for whom the Subscriber is acting.
(e) In the case of a subscription for the Subscribed Units by the Subscriber acting as principal, this Subscription Agreement has been duly and properly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber.
(f) If the Subscriber is:
(i) a corporation, it the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all necessary approvals by its directors, shareholders requisite legal and others have been obtained corporate power and authority to authorize execution execute and performance of deliver this Subscription Agreement on behalf of Agreement, to subscribe for the Subscriber;
(c) the entering into of this Subscription Agreement Subscribed Units as contemplated herein and the transactions contemplated hereby do not result in the violation of any of to observe and perform its obligations under the terms and provisions of any law applicable to 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;
(d) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(iii) the sale a partnership, syndicate or other form of the Shares to unincorporated organization, the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from has the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving necessary legal capacity and executing authority to execute and deliver this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, to observe and not with a view to, or for, resale, distribution or fractionalisation perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;; or
(kiii) an individual, the Subscriber is not an underwriter of, of the full age of majority and is legally competent to execute this Subscription Agreement and to observe and perform his or dealer inher covenants and obligations hereunder.
(g) There is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder's fee. If any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Subscribed Units, the common shares Subscriber covenants to indemnify and hold harmless the Corporation with respect thereto and with respect to all costs reasonably incurred in the defence thereof.
(h) The Subscriber is not, with respect to the Corporation or any of its affiliates, a Control Person and will not become a Control Person by virtue of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution purchase of the Shares;Subscribed Units, and does not intend to act in concert with any other person to form a Control Person of the Corporation.
(l) the Subscriber (i) is able The Subscriber, and any beneficial purchaser referred to fend for him/her/itself in paragraph (e) above, alone or with the Subscription; (ii) assistance of its professional advisors, has such knowledge and experience in financial and business matters affairs as to be capable of evaluating the merits and risks of its prospective the investment hereunder in the Shares; Units and (iii) has the ability is able to bear the economic risks of its prospective investment and can afford the complete loss risk of such investment;. The Subscriber acknowledges and agrees that it is responsible for obtaining such legal, tax and other advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder.
(mj) The Subscriber is aware that the Units offered in the Offering, and the Underlying Securities, have not been and, except as otherwise provided for herein or in the Warrants, will not be registered under the U.S. Securities Act or applicable state securities laws and, are being offered and sold in the United States pursuant to exemptions from such registration requirements. The Units offered in the Offering, and the Underlying Securities, shall constitute "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act. The offer and sale contemplated hereby is being made in the United States and to, or for the account or benefit of, U.S. Persons or persons in the United States solely to Accredited Investors in reliance on a private placement exemption available to the Corporation under Rule 506 of Regulation D and similar exemptions under applicable state securities laws.
(k) The Subscriber is not purchasing Units with knowledge of any material fact or information concerning the Corporation which has not been generally disclosed to the public.
(l) The Subscriber has had access to all information concerning the Corporation as it has considered necessary in connection with its investment decision to acquire the Units. The Subscriber further acknowledges that the Subscriber has received satisfactory information concerning the business and financial condition of the Corporation in response to all inquiries in respect thereof.
(m) The Subscriber understands that if it decides to offer, sell, pledge or otherwise transfer any of the Underlying Securities and such Underlying Securities are not acquired the Shares as a result ofsubject of an effective registration statement, and will not itself engage ineither pursuant to the Warrants or otherwise, any “directed selling efforts” such securities may be offered, sold, pledged or otherwise transferred, directly or indirectly, only: (as defined in Regulation S under A) to the 0000 XxxCorporation; (B) in outside the United States in respect accordance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations; (C) in accordance with the Shares which would include any activities undertaken for exemption from registration under the purpose ofU.S. Securities Act provided by Rule 144 or Rule 144A thereunder, or that could reasonably be expected to have the effect ofif available, conditioning the market and in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and compliance with any applicable state and federal securities laws laws; or (D) in another transaction that does not otherwise require registration under the U.S. Securities Act or any applicable state securities laws, if in each case an exemption from such registration requirements and as otherwise opinion of counsel of recognized standing or other evidence reasonably satisfactory to the Corporation has been provided herein;to the Corporation to that effect.
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(o) no No person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Units or Underlying Securities;
(ii) that any person will refund the purchase price of any of the Securities;Subscription Price; or
(iii) as to the future price or value of the Units or the Underlying Securities.
(o) The Subscriber acknowledges that it has not purchased the Subscribed Units as a result of any "general solicitation” or “general advertising" (as those terms are used in Regulation D), including, but not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.
(p) The funds representing the Subscription Price which will be advanced by the Subscriber will not represent proceeds of crime for the purposes of the Securities; or
Proceeds of Crime (ivMoney Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber's name and other information relating to this Subscription Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its knowledge, none of the subscription funds to be provided by the Subscriber (i) have been or will be obtained or derived, directly or indirectly, as a result of illegal activities under the laws of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and the Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of the representations set forth in subparagraphs (i) and (ii) ceases to be true and provide the Corporation with appropriate information in connection therewith.
(q) Except as set forth in the Warrants, the Subscriber understands and acknowledges that the Corporation is not (i) obligated to file and has no present intention of filing with the United States Securities will be listed and posted for trading on Exchange Commission or with any stock exchange or automated dealer quotation system or that application has been made to list and post state securities regulatory authority any registration statement in respect of resales of the Underlying Securities in the United States or (ii) obligated to take and has no present intention of taking, if necessary, any actions to make Rule 144 available for resales of the Company on any stock exchange or automated dealer quotation systemUnderlying Securities.
Appears in 1 contract
Samples: Subscription Agreement (Stellar Pharmaceuticals Inc)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(fd) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(ge) the Subscriber is not a U.S. Person;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ig) the sale Subscriber is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the SubscriberU.S. Persons;
(jh) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(ki) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(lj) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mk) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nl) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingShares; and
(om) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system; except that the Company’s common shares are currently approved for trading on the U.S. Over the Counter Bulletin Board.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Integrated Security Technologies, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) 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 Subscriberhereto;
(c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(d) 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 in accordance with its termsSubscriber;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration has received and prospectus requirements of applicable securities legislation in all jurisdictions relevant to carefully read this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationSubscription Agreement;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(g) the Subscriber:
(i) the sale of the Shares to the Subscriber is knowledgeable of, or has been independently advised as contemplated in this Subscription Agreement complies with or is exempt from to, the applicable securities legislation laws of the securities regulators having application in the jurisdiction of residence in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the SubscriberSecurities,
(ii) is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Securities,
(iv) represents and warrants that the acquisition of the Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and
(v) the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;
(jh) the Subscriber is outside purchasing the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, for investment purposes only, only and not with a view to, or for, resale, distribution or fractionalisation fractionalization thereof, in whole or in part, 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 Subscriber is aware that an investment in the Company is speculative and no other person involves certain risks, including the possible loss of the entire investment;
(j) the Subscriber has a direct or indirect beneficial interest made an independent examination and investigation of an investment in such Sharesthe 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(k) 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 not able to bear the economic risks of an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, investment in the distribution Securities for an indefinite period of the Sharestime;
(l) 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 the Company;
(m) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mn) the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(o) the Subscriber understands and agrees that offers and sales of any of the Securities prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(p) the Subscriber 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;
(q) the Subscriber acknowledges that the Subscriber it has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 1000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nr) the Subscriber 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 and in each case only in accordance with applicable state and provincial securities laws;
(s) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(t) the Subscriber understands and agrees that the Company 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;
(u) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ov) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription Agreement includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Blue Sphere Corp.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber is not a U.S. Person, as that term is defined in accordance with its termsRegulation S;
(e) the Subscriber is not acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person, as that term is defined in Regulation S;
(f) the Subscriber is an Accredited Investor (as defined in National Instrument 45-106) and the Subscriber agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Agreement:
(i) a fully completed and executed Questionnaire in the form attached as Exhibit A hereto; and
(ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as an Accredited Investor;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ih) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(ji) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(j) the decision to execute this Agreement and acquire the Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
(k) no other person has a direct or indirect beneficial interest in such Securities, and the Subscriber has not subdivided its interest in the Securities with any other person;
(l) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Form 10-KSB and any other filings filed with the SEC;
(m) the Subscriber has made an independent examination and investigation of an investment in the 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(n) 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 Securities for an indefinite period of time;
(o) 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 the Company;
(p) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Questionnaire and the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(q) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(r) 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 in accordance with its terms;
(s) it is not an underwriter of, or dealer innor is affiliated with any underwriter of, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities or any of them;
(lt) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable not a registered broker or dealer, nor is it an affiliate of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentany registered broker or dealer;
(mu) the Subscriber understands and agrees that none of the Securities have been or will be 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, as that term is defined in Regulation S, 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 and in each case only in accordance with applicable state securities laws;
(v) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of the Shares and the Underlying Shares pursuant to registration of the Shares and the Underlying Shares pursuant to the 1933 Act and any applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nw) the Subscriber understands and agrees that offers and sales of any of the Securities prior to the expiration of a period of six months after the date of original issuance of the Securities (such period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(x) the Subscriber 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;
(y) the Subscriber understands and agrees that the Company 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;
(z) the Subscriber is not aware of any advertisement of of, or any general solicitation in respect of, any of the Securities and is not acquiring the 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 advertisingSecurities; and
(oaa) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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; except that the Company’s Common Stock is currently approved for trading on the U.S. Over the Counter Bulletin Board.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (California Oil & Gas Corp)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) the Subscriber it 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, and 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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 in accordance with its termsSubscriber;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(hd) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(e) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Note and the Warrants, CW941203.3
(ii) is purchasing the Note and the Warrants pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Note and the Warrants under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Securities, and
(iv) represents and warrants that the acquisition of the Note and the Warrants by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and
(v) the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;
(f) the Subscriber is acquiring the Securities as principal for investment only and not with a view to resale or distribution;
(g) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(h) the Subscriber has made an independent examination and investigation of an investment in the Shares 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(i) the sale Subscriber (i) has adequate net worth and means of the Shares to the Subscriber as contemplated providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this Subscription Agreement complies with or investment, and (iii) is exempt from able to bear the applicable securities legislation economic risks of an investment in the jurisdiction Securities for an indefinite period of residence of the Subscribertime;
(j) the Subscriber is outside understands and agrees that the United States when receiving Company and executing others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and is acquiring the Shares as principal for Questionnaire and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSubscriber shall promptly notify the Company;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(ml) the Subscriber acknowledges understands and agrees that none of the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S Securities have been registered under the 0000 Xxx) 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 respect accordance with the provisions of Regulation S, pursuant to an effective CW941203.3 registration statement under the Shares which would include any activities undertaken for the purpose of1933 Act, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Shares pursuant to the 1933 Act and any in each case only in accordance with applicable state and federal provincial securities laws or under laws;
(m) by completing the Questionnaire, the Subscriber is representing and warranting that it is an exemption from such registration requirements and "accredited investor" as otherwise provided hereinthat term is defined in Regulation D of the 1933 Act;
(n) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company, and the 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;
(o) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(p) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Conversion Shares or the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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;
(or) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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, except that currently certain market makers make market in the common shares of the Company on the OTCBB; and
(s) the Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement:
(i) a fully completed and executed Questionnaire in the form attached hereto as Exhibits C and D, and
(ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as a qualified investor.
6.2 In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S. CW941203.3
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Counterpath Solutions, Inc.)
Representations, Warranties and Covenants of the Subscriber. By executing this Subscription Agreement, the Subscriber (aon its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) The Subscriber hereby represents and represents, warrants to and covenants with to the Company Partnership (which representations, warranties and covenants shall survive acknowledges that the ClosingPartnership and its counsel are relying thereon) that:
(a) if the Subscriber is an individual, the Subscriber is of the full age of majority in the jurisdiction in which this Subscription Agreement is executed and is legally competent to execute and deliver this Subscription Agreement, the Partnership Agreement and all other agreements, instruments and other documents contemplated hereby and thereby, and to perform all of its obligations hereunder, and to undertake all actions required of the Subscriber hereunder;
(b) if the Subscriber is not an individual, the Subscriber has the requisite power, authority, legal capacity and competence to enter into execute and execute deliver this Subscription Agreement, the Partnership Agreement and all other agreements, instruments and other documents contemplated hereby and thereby, to take perform all of its obligations hereunder, and to undertake all actions required pursuant hereto andof the Subscriber hereunder, and all necessary approvals of its directors, partners, shareholders, trustees or otherwise with respect to such matters have been given or obtained;
(c) if the Subscriber is a corporationbody corporate, it the Subscriber 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 incorporation;
(d) this Subscription Agreement on behalf of and the Partnership Agreement have been duly and validly authorized, executed and delivered by, and constitute a legal, valid, binding and enforceable obligation of, the Subscriber;
(ce) if the Subscriber is acting as agent or trustee for a principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documents in connection with such subscription on behalf of such principal, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid, binding and enforceable obligation of, such principal;
(f) the entering into execution, delivery and performance by the Subscriber of this Subscription Agreement and of the Partnership Agreement and the completion of the transactions contemplated hereby do not and will not result in the a violation of any of the terms and provisions of any law law, regulation, order or ruling applicable to the Subscriber, and do not and will not constitute a breach of or default under any of the Subscriber’s constating documents (if the Subscriber is not an individual) or of any agreement, written or oral, agreement to which the Subscriber may be is a party or by which the Subscriber it is or may be bound;
(d) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) if the Subscriber is not a U.S. Person;
(h) Purchaser, the Subscriber is resident in either purchasing the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares L.P. Units as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, account or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as deemed under NI 45-106 to be capable of evaluating purchasing the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares L.P. Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities principal and is not acquiring the 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
(o) no person has made to the Subscriber any written or oral representationseither:
(i) that any person will resell an “accredited investor” as defined in NI 45-106 and was not created, and is not being used, solely to purchase or repurchase any hold securities as an “accredited investor” described in paragraph (m) of the Securities;definition of “accredited investor” in NI 45-106, and:
X. has duly completed, executed, and delivered to the Partnership the “Representation Letter for Accredited Investors” and “Certificate of Accredited Investor” in the forms attached hereto, respectively, as Schedule A and Appendix I to Schedule A; and
B. if the Subscriber is an individual relying on paragraph (iij), (k) that any person will refund the purchase price of any or (l) of the Securities;
definition of “accredited investor” in NI 45-106 (iii) as set out in Appendix I to Schedule A of this Subscription Agreement), has duly, completed, and executed the future price “Form 45-106F9 – Form for Individual Accredited Investors”, attached hereto as Appendix II to Schedule A; L.P. Units is not less than $150,000 and the Subscriber was not created or value used solely to acquire securities or to permit purchases of any securities without a prospectus in reliance on an exemption from the prospectus requirements of the Securitiesapplicable securities legislation; or
(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.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is a director or senior officer of the Company;
(b) 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 Subscriberhereto;
(c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(d) 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 in accordance with its termsSubscriber;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration has received and prospectus requirements of applicable securities legislation in all jurisdictions relevant to carefully read this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationSubscription Agreement;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(g) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Shares,
(ii) is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Shares, and
(iv) represents and warrants that the acquisition of the Shares by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and
(v) the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;
(h) the Subscriber is acquiring the Shares as principal for investment only and not with a view to resale or distribution;
(i) the sale Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriberentire investment;
(j) the Subscriber is outside the United States when receiving has made an independent examination and executing this Subscription Agreement and is acquiring investigation of an investment in the Shares as principal 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 any way whatsoever for the Subscriber’s own account, for investment purposes only, 's decision to invest in the Shares and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Company;
(k) 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 not able to bear the economic risks of an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, investment in the distribution Shares for an indefinite period of the Sharestime;
(l) 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 the Company;
(m) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mn) the Subscriber acknowledges understands and agrees that the Subscriber has not acquired none of the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S have been registered under the 0000 Xxx) 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 respect accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Shares which would include any activities undertaken for the purpose of1933 Act, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Shares pursuant to the 1933 Act and any in each case only in accordance with applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided hereinlaws;
(no) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(p) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Subscriber is not aware of any advertisement of any of the Securities Shares and is not acquiring the 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
(or) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription Agreement includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Pluris Energy Group Inc)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) 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 in accordance with its terms;
(ed) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(fe) the Subscriber is not acquiring the Shares Units for the account or benefit of, directly or indirectly, any U.S. Person;
(gf) the Subscriber is not a U.S. Person;
(hg) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(ih) the sale of the Shares Units to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(i) the Subscriber is acquiring the Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares or Warrant Shares in the United States or to U.S. Persons;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Units as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesUnits;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesUnits;
(l) the Subscriber (iI) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesUnits; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares Units as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares or Warrant Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares or Warrant Shares pursuant to registration of the Shares or Warrant Shares pursuant to the 1933 Act and any applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Liberty Star Gold Corp)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber in accordance with its termsis not a U.S. Person;
(e) the Subscriber is not acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ig) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jh) the Subscriber is acquiring the 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 Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own accountaccount (except for the circumstances outlined in paragraph 6.1(l)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lk) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) if the Subscriber is acquiring the Securities as a fiduciary or agent for one or more investor accounts:
(i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and
(ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined in Regulation D under the 1933 Act;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will shall not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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; andSecurities;
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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; and
(p) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Units,
(ii) is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Securities, and
(iv) represents and warrants that the acquisition of the Units by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and the Subscriber shall, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (PointStar Entertainment Corp.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) the Subscriber it 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 corporationcorporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or, if the Subscriber is a corporate entity, 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;
(dc) 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;
(d) the Subscriber in accordance with its termshas received and carefully read this Subscription Agreement;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(f) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the "International Jurisdiction") which would apply to the acquisition of the Shares,
(ii) is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Shares, and
(iv) represents and warrants that the acquisition of the Shares by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and
(v) the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;
(g) the Subscriber is acquiring the Shares as principal for investment only and not with a view to resale or distribution;
(h) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(i) the sale Subscriber has made an independent examination and investigation of an investment in the Shares to and the Subscriber as contemplated Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(j) 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 outside able to bear the United States when receiving and executing this Subscription Agreement and is acquiring economic risks of an investment in the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesan indefinite period of time;
(k) the Subscriber is not an underwriter ofunderstands 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 the Questionnaires and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or dealer inhave been breached, the common shares of Subscriber shall promptly notify the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges understands and agrees that the Subscriber has not acquired none of the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S have been registered under the 0000 Xxx) 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 respect accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Shares which would include any activities undertaken for the purpose of1933 Act, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Shares pursuant to the 1933 Act and any in each case only in accordance with applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided hereinlaws;
(n) by completing the Questionnaires, the Subscriber is representing and warranting that it is an "accredited investor" as that term is defined in Regulation D of the 1933 Act and in NI 45-106;
(o) all information contained in the Questionnaires is complete and accurate and may be relied upon by the Company, and the Subscriber will notify the Company immediately of any material change in any such information occurring prior to the closing of the purchase of the Shares;
(p) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(q) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(r) the Subscriber is not aware of any advertisement of any of the Securities Shares and is not acquiring the 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;
(os) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTCBB; and
(t) the Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement:
(i) a fully completed and executed Questionnaire in the form attached hereto as Exhibits A and B, and
(ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as a qualified investor.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription Agreement includes any person in the United States.
Appears in 1 contract
Samples: Loan Conversion Agreement (Counterpath Solutions, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is resident in the jurisdiction set forth on page 2 underneath the Subscriber’s name and signature;
(b) 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;
(c) 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;
(d) the Subscriber has made an independent examination and investigation of an investment in the Shares 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 Subscriber’s decision to invest in the Shares and the Company;
(e) all information contained in the Questionnaires are complete and accurate and may be relied upon by the Company and the Subscriber will notify the Company immediately of any material change in any such information occurring prior to the closing of the purchase of the Shares;
(f) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dg) 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 in accordance with its termsSubscriber;
(eh) it understands and agrees that none of the Subscriber is acquiring Shares have been registered under the Securities pursuant to an exemption from the registration and prospectus requirements of applicable 1933 Act or any state securities legislation in all jurisdictions relevant to this Subscriptionlaws, and, as a consequenceunless so registered, none may be offered or sold in the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit ofUnited States or, directly or indirectly, any to U.S. Person;
Persons (gas defined herein) except pursuant to an exemption from, or in a transaction not subject to, the Subscriber is not a U.S. Person;
(h) Registration Requirements of the Subscriber is resident 1933 Act and in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreementeach case only in accordance with state securities laws;
(i) the sale of it is purchasing the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s its own account, account for investment purposes only, only and not with a view tofor the account of any other person and not for distribution, assignment or for, resale, distribution or fractionalisation thereof, in whole or in partresale to others, and no other person has a direct or indirect beneficial interest in is such Shares, and the Subscriber has not subdivided his interest in the Shares with any other person;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) it is able to fend for him/her/itself in the Subscription; (ii) has such knowledge Subscription and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(k) if it is acquiring the Shares as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(l) it understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgments, representations and agreements contained in sections 4 and 6 hereof and agrees that if any of such acknowledgments, representations and agreements are no longer accurate or have been breached, it shall promptly notify the Company;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and;
(on) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares, except as noted in Section 7, below;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Cheetah Oil & Gas Ltd.)
Representations, Warranties and Covenants of the Subscriber. (a) The By executing this Subscription Agreement, the Subscriber hereby represents and represents, warrants to and covenants with to the Company, and acknowledges that the Company (which representations, warranties and covenants shall survive the Closing) is relying thereon that:
(a) the Subscriber understands that the Special Warrants subscribed for by the Subscriber hereunder form part of the Offering by the Company upon and subject to the terms and conditions set forth herein and in the Special Warrant Certificate; furthermore, the Subscriber understands that the Offering is not subject to any minimum subscription level and therefore any funds invested are available to and will be paid to the Company on the Closing Date and need not be refunded to the Subscriber unless the Closing Date does not occur by September 15, 2015;
(b) the Subscriber acknowledges and agrees that the Company may be required to provide to the applicable securities regulatory authorities and to the TSX or the NYSE MKT a list setting forth the identities of the Beneficial Purchasers of the Special Warrants. Notwithstanding that the Subscriber may be purchasing Special Warrants as an agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be reasonably required by the Company in order to comply with the foregoing and the Subscriber will have completed, executed and delivered as principal, or, if the Subscriber is contracting hereunder as trustee, agent, representative or nominee for one or more Beneficial Purchasers, on behalf of each such Beneficial Purchaser, the Accredited Investor Form attached as Schedule “B” hereto or for U.S. Persons, the U.S. Accredited Investor Certificate in the form attached as Schedule “D” hereto, if applicable together with the Registration Rights Agreement form attached as Schedule “E” hereto;
(c) as customarily required by the TSX and NYSE MKT, the Subscriber will promptly and accurately complete and submit any customary investor questionnaire or personal information form;
(d) the Subscriber is aware of the characteristics of the Special Warrants and the Underlying Shares, the risks relating to an investment therein and agrees that the Subscriber must bear the economic risk of his or her investment in the Special Warrants. The Subscriber understands that he or she will not be able to resell the Special Warrants or the Underlying Shares until expiry of the applicable hold period under applicable Securities Laws except in accordance with limited exemptions and compliance with other requirements of applicable law or pursuant to the Resale Filings, and the Subscriber (and not the Company) is responsible for compliance with applicable resale restrictions or hold periods and will comply with all relevant Securities Laws in connection with any resale of the Special Warrants;
(e) the Subscriber has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of the Subscriber’s proposed investment in the Special Warrants;
(f) the Subscriber will execute and deliver within the applicable time periods all documentation as may be required by applicable Securities Laws to permit the purchase of the Special Warrants on the terms set forth herein and the Subscriber will execute, deliver, file and otherwise assist the Company in filing such reports, undertakings and other documents with respect to the issue of the Special Warrants as may be required by applicable Securities Laws or by any securities regulatory authority or stock exchange or other regulatory authority;
(g) the Subscriber is aware that any certificates evidencing the Special Warrants and any Underlying Shares issued prior to the earlier of the CDN Qualification Date and the date that is four months and one day after Closing will be endorsed with, or the ownership statement issued under a direct registration system or other electronic book-entry system will bear, a legend setting out resale restrictions under applicable Securities Laws in substantially the following form: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS AND ONE DAY FROM CLOSING].” Additionally, the Subscriber is aware that any certificates representing the Special Warrants and any Underlying Shares issued to the Subscriber will be endorsed with a legend setting out resale restrictions pursuant to policies of the TSX in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”
(h) if the Subscriber is an individual, he/she has attained the age of majority and is legally competent to execute this Subscription Agreement and to take all actions required pursuant hereto;
(i) if the Subscriber is a corporation, partnership, unincorporated association or other entity, 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, and was not formed solely to pool investors to qualify for an exemption hereunder;
(j) if the Subscriber is not an individual, the Subscriber has not been created solely or primarily to use exemptions from the registration and prospectus exemptions under applicable Securities Laws and has a corporation, it is duly incorporated and validly subsisting under pre-existing purpose other than to use such exemptions;
(k) 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 delivery of this Subscription Agreement on behalf and the performance and compliance with the terms hereof will not result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of any constating documents, by-laws or resolutions of the Subscriber or any indenture, contract, agreement (whether written or oral), instrument or other document to which the Subscriber is a party or subject, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber;
(cl) the entering into Subscriber has not received, nor has the Subscriber requested, nor does the Subscriber have any need to receive in connection with the sale of the Special Warrants, any prospectus, sales or advertising literature, offering memorandum or any other disclosure document (other than an annual or interim report, financial statements or any other document previously filed by the Company with securities regulatory authorities under applicable Securities Laws and the Resale Filings);
(m) the Subscriber has relied only upon publicly available information relating to the Company and not upon any verbal or written representation as to fact, and the Subscriber acknowledges that the Company has not made any written representations, warranties or covenants in respect of such publicly available information, except as set forth in this Subscription Agreement. Without limiting the generality of the foregoing, except as may be provided herein, no person has made any written or oral representation to the Subscriber that any person will re-sell or re-purchase the Special Warrants, or refund any of the purchase price of the Special Warrants, or that the Special Warrants will be listed on any exchange and no person has given any undertaking to the Subscriber relating to the future value or price of the Special Warrants or Underlying Shares;
(n) the Subscriber agrees that it is solely responsible for obtaining such legal, tax and other advice as the Subscriber considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated hereby do not result hereunder and without limiting the generality of the foregoing, the Subscriber acknowledges that purchasing, holding and disposing of the Special Warrants may have tax consequences under the laws of Canada, and that it is solely responsible for determining the tax consequences applicable to its particular circumstances and that the Subscriber has been advised by the Company to consult its own tax advisors concerning investment in the violation of any of the terms and provisions of any law applicable to 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 boundSpecial Warrants;
(d) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mo) the Subscriber acknowledges that the Subscriber description of the Special Warrants set out in this Subscription Agreement is a summary only and is subject to the detailed provisions of the Special Warrant Certificate under which such Special Warrants will be issued;
(p) the Purchaser has no knowledge of a “material fact” or “material change” (as those terms are defined in the Securities Laws) in the affairs of the Company that has not acquired been generally disclosed to the Shares public, except knowledge of the Offering;
(q) the Subscriber is entitled under applicable Securities Laws to purchase such Special Warrants without the benefit of a prospectus qualified under such securities laws;
(r) the Subscriber certifies that each of the Subscriber and Beneficial Purchaser, if any, is a resident of the jurisdiction referred to above “Subscriber’s Residential Address” set out on page 2 hereof and has received and accepted the offer to purchase the Special Warrants in such jurisdiction and if the Subscriber is acting as agent or trustee for a result ofDisclosed Principal, the Disclosed Principal is a resident of the jurisdiction referred to above “Disclosed Principal’s Residential Address” on page 2 hereof;
(s) unless the Subscriber executes and will not itself engage indelivers Schedules “D” and “E” to the Company, any the Subscriber, whether acting as principal, trustee or agent, is neither (i) a “directed selling effortsU.S. Person” (as defined in Rule 902(k) of Regulation S promulgated under the 0000 XxxUnited States Securities Act of 1933, as amended (the “U.S. Securities Act”)), which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee is a U.S. Person, and any partnership or corporation organized or incorporated under the laws of the United States, nor (ii) purchasing the Special Warrants for the account of a U.S. Person or a person in the United States or for resale in respect of the Shares which would include any activities undertaken for United States, and the purpose of, or that could reasonably be expected Special Warrants have not been offered to have the effect of, conditioning the market Subscriber in the United States for and the resale Subscriber was not in the United States when the order was placed or when this Subscription Agreement was executed and delivered; this subscription has not been solicited in any other manner contrary to any applicable legislation, the U.S. Securities Act or any state securities laws of the Shares; providedUnited States;
(t) subject to the satisfaction by the Company of the conditions set out in Section 6, however, that this subscription is irrevocable (subject to the Subscriber’s right to withdraw the subscription and to terminate the obligations as set out in this Subscription Agreement);
(u) the Subscriber may will not offer or sell or otherwise dispose the Special Warrants in the United States, unless such securities are registered under the U.S. Securities Act and the laws of all applicable states of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws United States or under an exemption from such registration requirements is available, and as otherwise provided hereinfurther that the Subscriber will not resell the Special Warrants, except in accordance with the provisions of applicable Securities Laws;
(nv) the funds representing the Aggregate Subscription Price which will be advanced by the Subscriber is to the Company hereunder will not aware represent proceeds of any advertisement of any crime for the purposes of the Securities and is not acquiring the Shares as a result Proceeds 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
Crime (o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.Money Laundering)
Appears in 1 contract
Samples: Subscription Agreement (Northern Dynasty Minerals LTD)
Representations, Warranties and Covenants of the Subscriber. (a) The Each Subscriber hereby represents and warrants to the Company, and covenants with for the benefit of the Company (which representationsand each other Subscriber, warranties and covenants shall survive the Closing) thatas follows:
2.1 The Subscriber is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (b) the "Securities Act"). In the alternative, the Subscriber has acknowledges that it is not a US person as defined under Regulation S, and that it is not acquiring the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if Shares for re-sale or distribution in the United States other than as provided under the safe harbor provisions of Regulation S or Regulation D or Section 4(2).
2.2 The Subscriber is acquiring the Shares for its own account and not with 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 view to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation any distribution of any of the Securities in violation of the Securities Act. The Subscriber understands that the current market price for the Common Stock of the Company does not have any bearing on the Company’s actual value, and that the same may decline precipitously once a market develops. Subscriber further acknowledges and understands that the terms of the Shares have not been reviewed or assessed by any independent party and provisions were arbitrarily determined by the Company’s board in good faith.
2.3 Each Subscriber understands that an investment in the Securities involves a high degree of risk and illiquidity, including, risk of loss of their entire investment. Each Subscriber represents that such Subscriber has been given full and complete access to the Company for the purpose of obtaining such information as such Subscriber or its qualified representative has reasonably requested in connection with the decision to purchase the Shares. Each Subscriber represents that such Subscriber has received and reviewed copies of the SEC reports of the Company and term sheet as well as copies of the exhibits hereto. Each Subscriber represents that such Subscriber has been afforded the opportunity to ask questions of the officers of the Company regarding its business prospects and the Shares, all as such Subscriber or such Subscriber’s qualified representative have found necessary to make an informed investment decision to purchase the Shares. Subscriber understands that if no market develops, that Subscriber will not be able to sell any of the Shares or other securities acquired by it. The Subscriber acknowledges that it has significant prior investment experience, including investment in non-listed and non-registered securities, and that the Subscriber recognizes the highly speculative nature of this investment. In particular, and without limitation, the Subscriber represents that it understands that the Company’s securities have suffered significant illiquidity and that its current Common Stock price is not necessarily indicative of the Company’s value and that other restricted shareholders are eligible to sell securities pursuant to Rule 144 of the Securities Act. The Subscriber represents that it has been furnished with, and has reviewed, all of the Company’s SEC Reports (as hereinafter defined) as filed with the Securities and Exchange Commission, its most recent term sheet relating to this offering, and all documents and other information regarding the Company that the Subscriber had requested or desired to know and all other documents which could be reasonably provided have been made available for the Subscriber’s inspection and review;
2.4 The subscriber understands and acknowledges that currently, an affiliate of the Company, is a control person that has acquired its shares at substantially lower prices and that, accordingly, Subscriber will suffer immediate and substantial dilution.
2.5 The Subscriber acknowledges that the Securities have not been passed upon or reviewed by the Securities and Exchange Commission. The Subscriber agrees that it will not sell, transfer or otherwise dispose of any law applicable of the Shares until they are registered under the Securities Act, or unless an exemption from such registration is available and that a legend substantially in the form as provided in Section 4 below will be placed on the certificate(s) representing the shares to 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 boundsuch effect;
(d) the Subscriber has duly executed and delivered this Subscription 2.6 This Agreement and it constitutes a valid and binding agreement and obligation of the Subscriber enforceable against the Subscriber in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors' rights generally;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the 2.7 Subscriber is not acquiring the Shares for Securities as part of a group, as such term is defined in Section 13 of the account or benefit ofSecurities and Exchange Act of 1934, directly or indirectlyas amended (the "Exchange Act"), any U.S. Person;
(g) the Subscriber and is not a U.S. Person;
(h) the Subscriber is resident acting in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies concert with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other any person has a direct or indirect beneficial interest acting in such Shares;
(k) the manner. Subscriber is makes its own voting and dispositive decisions and has not an underwriter ofagreed to grant any proxy or enter into any form of voting trust, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of similar arrangement with respect to the Shares;
(l) 2.8 This Agreement has been duly authorized, validly executed and delivered on behalf of the Subscriber, and the Subscriber (i) is able has full power and authority to fend for himexecute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform his obligations hereunder and thereunder; and
2.9 Subscriber has not paid any finders fees, commissions or broker fees in connection with his/her/itself in the Subscription; (ii) has such knowledge its investment herein and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares as a result been solicited by means of any form of general solicitation advertisement, public dissemination 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
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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 systemsolicitation.
Appears in 1 contract
Samples: Securities Purchase Agreement (Entertainment Art, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 4.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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 Subscriberhereto;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) 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 in accordance with its terms;
(ed) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscriptiona director, andofficer, as a consequence, the Subscriber will not be entitled to use most employee or control person of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationCompany;
(fe) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(gf) the Subscriber is not a U.S. Person;
(hg) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(ih) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(i) the Subscriber is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingShares; and
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. (a) 4.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) 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 Subscriberhereto;
(c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(d) 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 in accordance with its termsSubscriber;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration has received and prospectus requirements of applicable securities legislation in all jurisdictions relevant to carefully read this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationSubscription Agreement;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(g) the Subscriber:
(i) the sale of the Shares to the Subscriber is knowledgeable of, or has been independently advised as contemplated in this Subscription Agreement complies with or is exempt from to, the applicable securities legislation laws of the securities regulators having application in the jurisdiction of residence in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the SubscriberSecurities,
(ii) is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Securities,
(iv) represents and warrants that the acquisition of the Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and
(v) the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;
(jh) the Subscriber is outside purchasing the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, for investment purposes only, only and not with a view to, or for, resale, distribution or fractionalisation fractionalization thereof, in whole or in part, 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 Subscriber is aware that an investment in the Company is speculative and no other person involves certain risks, including the possible loss of the entire investment;
(j) the Subscriber has a direct or indirect beneficial interest made an independent examination and investigation of an investment in such Sharesthe 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(k) 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 not able to bear the economic risks of an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, investment in the distribution Securities for an indefinite period of the Sharestime;
(l) 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 the Questionnaire and agrees that if any of such acknowledgements,
(m) representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;
(n) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mo) the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(p) the Subscriber understands and agrees that offers and sales of any of the Securities prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(q) the Subscriber 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;
(r) the Subscriber acknowledges that the Subscriber it has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(ns) the Subscriber 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 and in each case only in accordance with applicable state and provincial securities laws;
(t) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(u) the Subscriber understands and agrees that the Company 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;
(v) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ow) no person has made to the Subscriber any written or oral representations:
(ix) that any person will resell or repurchase any of the Securities;:
(iii) that any person will refund the purchase price of any of the Securities;
(iiiii) as to the future price or value of any of the Securities; or
(iviii) 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.
4.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription Agreement includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Kore Nutrition, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents represents, warrants and warrants covenants to and covenants with the Company Corporation as follows (which representations, warranties and covenants shall be true and correct on the date hereof and at the Closing Date, with the same force and effect as if they had been made as of the Closing Date, and which shall survive Closing in accordance with section 6 hereof) and acknowledges that the Closing) thatCorporation and its counsel are relying thereon:
(ba) 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 other than a corporationnatural person, it the Subscriber has been duly formed and organized and is duly incorporated and validly subsisting under the laws of its the jurisdiction of incorporation its incorporation/formation, and is duly qualified to carry on business in such jurisdiction;
(b) if the Subscriber is other than a natural person, the Subscriber has the full right, power, and authority to execute this Agreement and all other agreements, documents and certificates necessary approvals by or desirable in connection herewith and to perform all of its directorsobligations pursuant thereto;
(c) the person executing this Agreement and such other agreements, shareholders documents and others have been obtained certificates delivered to authorize execution and performance of this Subscription Agreement the Corporation in connection herewith on behalf of the Subscriber has the necessary power and authority to do so and the investment contemplated hereby has been duly authorized by all necessary action of the Subscriber;
(cd) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms all other agreements, documents and provisions of any law applicable certificates delivered to the Subscriber or of any agreementCorporation in connection herewith have been duly and validly authorized, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(d) the Subscriber has duly executed and delivered this Subscription Agreement by, and it constitutes a valid constitute legal, valid, binding and binding agreement of the Subscriber enforceable against obligations of, the Subscriber in accordance with its their respective terms, subject to the fact that enforceability may be affected by bankruptcy, insolvency, arrangement, liquidation, moratorium, reorganization or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity, including, without limitation, the fact that equitable remedies (such as specific performance and injunctive relief) may only be awarded in the discretion of a court;
(e) it has been independently advised as to restrictions with respect to trading in the Securities imposed by applicable securities legislation in the United States of America and Canada and in the jurisdiction in which it resides; it confirms that no representation has been made to it by or on behalf of the Corporation with respect thereto; and it acknowledges that it is aware of the characteristics of the Securities, the risks relating to an investment therein and of the fact that it may not be able to resell the Securities except pursuant to exemptions under applicable securities legislation and regulatory policies, that the Securities may bear a legend to this effect and it is the responsibility of the Subscriber to find out what these restrictions are and to comply with them before selling the Securities. It will not resell the Securities, except in accordance with the provisions of applicable securities legislation;
(f) it is purchasing the Securities as principal and is an Accredited Investor, as contemplated in the Certificates of Accredited Investor attached hereto as Schedules “A” and “B”, will execute and deliver to the Corporation such Certificates, and, if required by applicable securities legislation, policies or orders or securities commission or other regulatory authority, will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Securities, the expense of preparing, filing and delivering of which will be borne by the Corporation;
(g) it is acquiring the Securities for its own account for investment with no intention of distributing or selling any portion thereof within the meaning of the Securities Act, and will not transfer them in violation of the Securities Act or the then applicable rules or regulations thereunder. No one other than Subscriber has any interest in or any right to acquire the Note or Warrants. Subscriber understands and acknowledges that the Corporation will have no obligation to recognize the ownership, beneficial or otherwise, of such Note by anyone other than Subscriber;
(h) its financial condition is such that it is able to bear the risk of holding the Note for an indefinite period of time and the risk of loss of its entire investment in the Corporation;
(i) it has received and/or has had access to all material information regarding the Corporation. The Corporation has made available all additional information which the Subscriber has requested in connection with this subscription and has been afforded an opportunity (i) to ask questions of and receive answers from the management of the Corporation concerning an investment in the Corporation, and (ii) to obtain any additional information necessary to verify the accuracy of information otherwise furnished by the Corporation;
(j) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Note and of making an informed investment decision with respect thereto;
(k) it is aware that its rights to transfer the Note are subject to substantial restrictions under the Securities Act and applicable state securities laws, and the absence of a market for the Note, and it will not offer for sale, sell, or otherwise transfer the Notes without complying with the provisions of applicable law;
(l) the address set forth below is the Subscriber’s true and correct principal business office;
(m) it is aware that no prospectus has been filed with any Canadian securities commission in connection with the sale of the Securities and that it is purchasing the Securities pursuant to an exemption from the registration and prospectus requirements of under applicable Canadian securities legislation in all jurisdictions relevant to this Subscription, laws and, as a consequence, the Subscriber certain protections, rights and remedies provided by securities legislation will not be entitled available to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jn) it understands that the Subscriber is outside Note has not been registered pursuant to the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal Securities Act or any state securities laws in reliance on exemptions for the Subscriber’s own account, for investment purposes onlyprivate offerings, and not with a view to, it acknowledges that it is purchasing the Note without being furnished any offering literature or for, resale, distribution prospectus. It is aware that no securities commission or fractionalisation thereof, in whole similar regulatory authority has reviewed or in part, passed on the fairness or merits of the Securities and there is no government or other person has a direct or indirect beneficial interest in such Sharesinsurance covering the Securities;
(ko) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber it represents and warrants that (i) is able except as disclosed to fend for him/her/itself the Corporation in the Subscription; (ii) has such knowledge and experience in business matters as to be capable Certificates of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Accredited Investor which Subscriber has not acquired completed and returned herewith, no part of the Shares as a result of, and will not itself engage in, funds used by it to acquire the Note constitutes assets of any “directed selling effortsemployee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other “benefit plan investor” (as defined in Regulation S under the 0000 XxxU.S. Department of Labor Reg. §2510.3-101 et seq, as amended) or assets allocated to any insurance company separate account or general account in which any such employee benefit plan or benefit plan investor (or related trust) has any interest (any such purchaser using such assets, whether or not disclosed in the United States in Questionnaire, being referred to herein as a “Benefit Plan Partner”), (ii) if Subscriber is a Benefit Plan Partner, the Corporation did not act as a “fiduciary” within the meaning of Section 3(21) of ERISA with respect to the purchase of the Shares Note by Subscriber and (iii) if Subscriber is a Benefit Plan Partner, the purchase of such Note has been duly authorized in accordance with the governing documents of such Benefit Plan Partner.
(p) it understands that the Corporation is not providing any tax or legal advice to Subscriber and agrees that, to the extent it desires tax or legal advice in connection with this investment, it will retain its own independent tax advisors and/or counsel with respect thereto and will pay all related fees and expenses.
(q) its representations and warranties set forth herein and in the Certificates of Accredited Investor are true and accurate in all material respects as of the date of Closing and shall survive such date. If in any material respect such representations and warranties shall not be true and accurate prior to Closing, the Subscriber shall give immediate written notice of such fact to the Corporation, specifying which would include any activities undertaken representations and warranties are not true and accurate and the reasons therefor;
(r) it acknowledges that it has received information from the Corporation to allow it to analyze this investment and the Corporation’s business, and agrees that it and its representatives shall, except as required by law and except to the extent that such information includes information that is in the public domain or has been independently acquired by the Subscriber through non-confidential sources, keep all such information confidential and shall use it only for the purpose of, or that could reasonably be expected to have of analyzing this investment and the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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 systemCorporation’s business.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Subscriber is resident in the jurisdiction set out on the signature page of this Subscription Agreement and the transfer of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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;
(ce) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or the outstanding 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;
(d) 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 in accordance with its terms;
(ef) the Subscriber is acquiring the Securities pursuant to an exemption from the registration as principal for his own account for investment purposes only and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account of any other person and not for distribution, assignment or benefit ofresale to others, directly and no other person has a direct or indirectlyindirect beneficial interest in such Securities, and he has not subdivided his interest in the Securities with any U.S. Personother person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities;
(h) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and he has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Form 10-KSB, and the Company’s Form 10-Q, Form 8-K and any other periodic filings filed from time to time with the Commission;
(i) the Subscriber has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of his legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(j) the Subscriber (i) has adequate net worth and means of providing for his 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 Securities for an indefinite period of time;
(k) 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 the Company;
(l) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(m) 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 in accordance with its terms;
(n) the Subscriber is not an underwriter of, or dealer in, the common shares Common Stock of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the SharesSecurities;
(lo) the Subscriber (i) is able to fend for him/her/itself understands and agrees that none of the Securities have been or will be registered under the Securities 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 Subscription; United States or directly or indirectly to U.S. Persons, except in accordance with the provisions of Regulation S (ii“Regulation “S”) has such knowledge promulgated under the Securities Act, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and experience in business matters as to be capable each case only in accordance with applicable state securities laws consistent with the laws of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentany other applicable jurisdiction;
(mp) the Subscriber acknowledges understands and agrees that offers and sales of any of the Securities prior to the expiration of a period of six months after the date of original issuance of the Securities (the six-month period hereinafter referred to as the “Distribution Compliance Period” ) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(q) the Subscriber has not acquired the Shares Securities as a result of, and he covenants that he will not itself herself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Securities Act and any applicable state and federal securities laws or under an exemption from such registration requirements and requirements, as otherwise provided hereinherein and in compliance with any other applicable securities laws;
(nr) the Subscriber agrees not to engage in any hedging transactions involving any of the Securities unless such transactions are in compliance with the provisions of the Securities Act and in each case only in accordance with applicable state securities laws;
(s) the Subscriber understands and agrees that the Company 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 Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act;
(t) the Subscriber (i) is able to fend for himself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(u) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ov) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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, except that currently the Company’s Common Stock is quoted on the Over-The-Counter Bulletin Board (“OTCBB”) operated by FINRA.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber has the requisite knowledge and experience in accordance with its termsfinancial 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 Questionnaires;
(e) all information contained in the Subscriber Questionnaires is acquiring complete and accurate and may be relied upon by the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationCompany;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jg) the Subscriber is outside acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States when receiving and executing this Subscription Agreement and or to U.S. Persons;
(h) the Subscriber is acquiring the Shares as principal for the Subscriber’s 's own accountaccount (except for the circumstances outlined in paragraph 6.1(j)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(ki) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(lj) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts:
(i) the Subscriber (i) is able has sole investment discretion with respect to fend for him/her/itself in each such account and it has full power to make the Subscription; foregoing acknowledgements, representations and agreements on behalf of such account, and
(ii) has such knowledge the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an "Accredited Investor", as the term is defined in Regulation D under the 1933 Act and experience in business matters as to be capable of evaluating Multilateral Instrument 45-103 adopted by the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentBritish Columbia Securities Commission;
(mk) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nl) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingShares; and
(om) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Digital Youth Network Corp.)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber By execution of this Subscription Agreement, the Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, hereby represents and warrants to to, and covenants with with, the Company (which and Agents as follows and acknowledges that the Company and the Agents are relying on such representations, warranties and covenants shall survive in connection with the Closing) thattransactions contemplated herein:
(ba) The matters set forth by the Subscriber has the legal capacity on pages 2 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 3 of this Subscription Agreement on behalf are true and correct as of the Subscriber;
(c) the entering into date of execution of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any will be true and correct as of the terms and provisions of any law applicable to 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;Closing Time.
(db) the The Subscriber has duly executed and delivered this Subscription Agreement and each beneficial purchaser for whom it constitutes is acting is a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page 2 of this Subscription Agreement;
(i) . Such address was not created and is not used solely for the sale purpose of acquiring the Shares to Subscription Receipts and the Subscriber as contemplated in and any beneficial purchaser was solicited to purchase and executed this Subscription Agreement complies with in such jurisdiction.
(c) The Subscriber has properly completed, executed and delivered to the Agents within the applicable time periods the certificate(s) set forth in Schedule “C” and Annex B to Schedule “F” and Schedule “D”, and Schedule “E”, as applicable, to this Subscription Agreement and the information contained therein is true and correct.
(d) The representations, warranties and covenants contained in this Schedule “A” and in the other applicable Schedules to this Subscription Agreement are true and correct as of the date of execution of this Subscription Agreement and will be true and correct as of the Closing Time.
(e) If the Subscriber, or any beneficial purchaser for whom it is exempt from acting, is not a person resident in Canada or the United States, the subscription for the Subscription Receipts by and the issuance and delivery of the Subscription Receipts to the Subscriber, or such beneficial purchaser, does not contravene any of the applicable securities legislation in the jurisdiction in which the Subscriber or such beneficial purchaser resides and does not give rise to any obligation of the jurisdiction Company to prepare and file a prospectus or similar document or to register the Securities or to be registered with or to file any report or notice with any governmental or regulatory authority of residence any kind whatsoever.
(f) The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for Subscription Receipts and the completion of the transactions described herein by the Subscriber will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber;
(j) , the Securities Laws or any other laws applicable to the Subscriber, any agreement to which the Subscriber is outside a party, or any judgment, decree, order, statute, rule or regulation applicable to the United States when receiving Subscriber.
(g) The funds representing the Subscription Amount which will be advanced by the Subscriber to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) Act (Canada) (the “PCMLA”) and executing the Subscriber acknowledges that the Company may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its knowledge: none of the funds comprising the Subscription Amount to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and it shall promptly notify the Company if the Subscriber discovers that any of such representations ceases to be true and provide the Company with appropriate information in connection therewith.
(h) The Subscriber is subscribing for the Subscription Receipts for his, her or its own account, for investment purposes only, as principal (within the meaning of applicable Securities Laws) and not with a view toto the resale or distribution of all or any of the Securities or if it is not subscribing as principal, or for, resale, distribution or fractionalisation thereof, in whole or in part, it acknowledges that the Company may be required by law to disclose (and no other person has a direct or indirect if required by law the Subscriber agrees to disclose) to certain regulatory authorities the identity of each beneficial interest in such Shares;purchaser of the Subscription Receipts for whom it is acting.
(ki) In the case of a subscription for the Subscription Receipts by the Subscriber acting as trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of each such beneficial purchaser, each of whom is subscribing as principal for its own account, not an underwriter for the benefit of any other person and not with a view to the resale or distribution of all or any of the Securities, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid, enforceable and binding agreement of, or dealer insuch principal, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, Company may be required by law to disclose (and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that if required by law the Subscriber may sell or otherwise dispose agrees to disclose) the identity of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) each beneficial purchaser for whom the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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 systemacting.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber in accordance with its termsis not a U.S. Person;
(e) the Subscriber is not acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(ig) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jh) the Subscriber is acquiring the 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 Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lk) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(ml) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx1933 Act) in the United States in respect of any of the Shares which Securxxxxx xhich would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nm) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingSecurities; and
(on) no person has made to the Subscriber any written or oral representations:
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;
; (iii) as to the future price or value of any of the Securities; or
or (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, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Vizario Inc)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and and, if applicable, the Beneficial Purchaser for whom the Subscriber is contracting hereunder, represents, warrants to and covenants with to the Company Agents and the Corporation (which representations and warranties will be true and correct both as of the date of execution of this Agreement and as of the Closing Date and which representations, warranties and covenants shall will survive the Closing) that:
(ba) the Subscriber is and any Beneficial Purchaser for whom the Subscriber is contracting hereunder is resident, or if not an individual, has its head office, in the jurisdiction set out as “Subscriber’s Address”, or “Address of Beneficial Purchaser” as applicable, on the first or second page of this Agreement, as applicable, which address is its residence or place of business of the Subscriber, or the residence or place of business of any Beneficial Purchaser for whom the Subscriber is contracting hereunder, as the case may be, and such address was not obtained or used solely for the purpose of acquiring the Purchased Securities;
(b) it is acquiring the Purchased Securities as an investment for its own account as an Accredited Investor or for the account of an Accredited Investor as to which the Subscriber exercises sole investment discretion and not with a view to any resale, distribution or other disposition of the Purchased Securities in violation of the Securities Laws of the Offering Jurisdictions or any other applicable Securities Laws;
(c) if the Subscriber is an individual, the Subscriber has attained the age of majority in the jurisdiction in which the Subscriber is resident and has the legal capacity and competence to enter into and execute be bound by (and, if applicable, to bind the Beneficial Purchaser for whom the Subscriber is contracting hereunder to) this Subscription Agreement and to take all actions required pursuant hereto and, if perform the Subscriber is a corporation, it is duly incorporated covenants 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;
(c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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 boundobligations herein;
(d) if the Subscriber is not an individual, (i) the Subscriber has the legal capacity to authorize, execute and deliver this Agreement, and (ii) the individual signing this Agreement has been duly executed authorized to execute and delivered deliver this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its termsAgreement;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscriptionor, and, as a consequenceif applicable, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) Beneficial Purchaser for whom the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) contracting hereunder has such knowledge in financial and experience in business matters affairs as to be capable of evaluating the merits and risks of its prospective an investment in the Shares; Purchased Securities and (iii) has is capable of assessing the ability proposed investment in the Purchased Securities as a result of financial or investment experience or as a result of advice received from a registered person other than the Corporation or an affiliate thereof and the Subscriber is, or the Beneficial Purchaser for whom the Subscriber is contracting hereunder is, able to bear the economic risks loss of the investment in the Purchased Securities;
(f) the Purchased Securities to be issued hereunder are not being purchased with knowledge of any material fact or material change about the Corporation that has not been generally disclosed;
(g) this Agreement has been duly executed and delivered and, when accepted by the Corporation, will constitute a legal, valid and binding obligation enforceable against the Subscriber and, if the Subscriber is signing this Agreement on behalf of a Beneficial Purchaser, also against such Beneficial Purchaser, in each case in accordance with the terms hereof;
(h) if the Subscriber is contracting hereunder as an agent (including, without limitation, a portfolio manager or comparable adviser) for a Beneficial Purchaser, the Subscriber is authorized to execute and deliver this Agreement and all other necessary documentation in connection with the subscription made on behalf of the Beneficial Purchaser and this Agreement has been authorized, executed and delivered on behalf of the Beneficial Purchaser;
(i) the execution and delivery of this Agreement, the performance and compliance with the terms hereof, the purchase of the Purchased Securities and the completion of the transactions described herein by the Subscriber will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would, if the Subscriber is not, or the Beneficial Purchaser for whom the Subscriber is contracting hereunder is not, an individual, constitute a material default under any term or provision of its prospective investment constating documents, by-laws or resolutions or the constating documents, by-laws or resolutions of the Beneficial Purchaser for whom the Subscriber is contracting hereunder, as the case may be, the Securities Laws of the jurisdiction of residence of the Subscriber or any other laws applicable to the Subscriber or the Beneficial Purchaser for whom the Subscriber is contracting hereunder, any agreement to which the Subscriber is or the Beneficial Purchaser for whom the Subscriber is contracting hereunder is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber or the Beneficial Purchaser for whom the Subscriber is contracting hereunder;
(j) the funds representing the aggregate Purchase Price in respect of the Purchased Securities which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and can afford Terrorist Financing Act (Canada) (for the complete loss purposes of this subsection the “PCMLTFA”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (for the purposes of this subsection the “PATRIOT Act”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the name of the Subscriber and other information relating to this Agreement and the subscription hereunder, on a confidential basis, pursuant to the PCMLTFA or the PATRIOT Act. To the best of its knowledge (i) none of the subscription funds provided by the Subscriber (x) have been or will be derived directly or indirectly from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (y) are being tendered on behalf of a person or entity who has not been identified to the Subscriber and, (ii) the Subscriber will promptly notify the Corporation and the Agents if it discovers that any of such investmentrepresentations ceases to be true, and will provide the Corporation with appropriate information in connection therewith;
(k) the Subscriber consents to the filing by the Corporation of all documents required by the Securities Laws of the Offering Jurisdictions and Canada and the policies of the Stock Exchange in connection with the sale of the Offered Securities;
(l) the Subscriber agrees to comply with all Securities Laws of the Offering Jurisdictions and Canada and with the policies of the Stock Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities; and
(m) the Subscriber acknowledges that representations and warranties contained herein are made by the Subscriber has not acquired with the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined intention that they may be relied upon by the Corporation in Regulation S determining its eligibility to purchase the Purchased Securities under the 0000 Xxx) in the United States in respect Securities Laws of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that Offering Jurisdictions and Canada and the Subscriber may sell hereby agrees to indemnify the Corporation and the Agents against all losses, claims, costs, expenses and damages or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of liabilities which any of the Securities and is not acquiring the Shares them may suffer or incur as a result of reliance thereon. The Subscriber undertakes to notify the Corporation and the Agents immediately of any form of general solicitation or general advertising including advertisementschange in any representation, articles, notices warranty 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
(o) no person has made information relating to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(iii) as set forth in this Agreement which takes place prior 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 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 systemClosing.
Appears in 1 contract
Samples: Subscription Agreement (Trillium Therapeutics Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
: the Subscriber is not a U.S. Person; the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person; the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber; the Subscriber is purchasing the Securities as principal for investment purposes only and not with a view to resale or distribution and, in particular, the Subscriber has no intention to distribute, either directly or indirectly, any of the Securities in the United States or to U.S. Persons; the Subscriber is outside the United States when receiving and executing this Subscription Agreement; the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities; the Subscriber 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 and in each case only in accordance with applicable state and provincial securities laws; the Subscriber understands and agrees that unless the Securities are registered pursuant to the express provisions of this Subscription Agreement, offers and sales of any of the Securities prior to the expiration of a period of one year after the date of original issuance of the Securities (bthe one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom; the Subscriber 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; the Subscriber understands and agrees that the Company 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; the Subscriber acknowledges that the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment; the Subscriber has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of the Subscriber's legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's decision to invest in the Securities and the Company; 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 Securities for an indefinite period of time; it (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; the Subscriber recognizes that the purchase of Securities involves a high degree of risk in that the Company does not have any commercial operations or other business assets and may require substantial funds in addition to the proceeds of this Offering; 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 the Company; 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;
(c) ; the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(d) ; 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 in accordance with its terms;
(e) the Subscriber ; if it is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequencefiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation foregoing acknowledgments, representations and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” agreements on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss behalf of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Sharesaccount; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(o) and no person has made to the Subscriber any written or oral representations:
(i) : that any person will resell or repurchase any of the Securities;
(ii) ; that any person will refund the purchase price of any of the Securities;
(iii) ; or as to the future price or value of any of the Securities. In this Subscription Agreement, the term "U.S. Person" shall mean: any natural person resident in the United States; or
(iv) that any partnership or corporation organized or incorporated under the laws of the Securities will be listed United States; any estate of which any executor or administrator is a U.S. person; any trust of which any trustee is a U.S. person; any agency or branch of a foreign entity located in the United States; any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and posted any partnership or corporation if: organized or incorporated under the laws of any foreign jurisdiction; and formed by a U.S. person principally for trading on any stock exchange the purpose of investing in securities not registered under the 1933 Act, unless it is organized or automated dealer quotation system or incorporated, and owned, by accredited investors, as that application has been made to list and post any term is defined in Regulation D of the Securities of the Company on any stock exchange 1933 Act, who are not natural persons, estates or automated dealer quotation systemtrusts.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (True Religion Apparel Inc)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is a U.S. Person;
(b) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(c) it 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 corporationcorporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(cd) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(de) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationSubscriber;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Personhas received and carefully read this Subscription Agreement;
(g) the Subscriber is not a U.S. Personaware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(h) the Subscriber is resident has made an independent examination and investigation of an investment in the jurisdiction set out under Shares and the heading “Name Company and Address of Subscriber” has depended on the signature page advice of this Subscription Agreementits legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber’s decision to invest in the Shares and the Company;
(i) the sale 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 to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation for an indefinite period of the jurisdiction of residence of the Subscribertime;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mk) all information contained in the Questionnaires is complete and accurate and may be relied upon by the Company;
(l) the Subscriber acknowledges that the Subscriber has not acquired Company is conducting a concurrent private placement to offshore subscribers of up to 2,000,000 common shares of the Shares as Company’s at a result ofprice of $0.25 per share, 4,000,000 common shares of the Company at a price of US$0.50 per share, 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 4,000,000 common shares of the Shares which would include any activities undertaken for Company at a price of US$1.00 per share in a third tranche with the purpose of, or second and third tranche subject to the Company meeting certain milestones;
(m) the Subscriber understands and agrees that could reasonably be expected to have the effect of, conditioning Company and others will rely upon the market in the United States for the resale truth and accuracy of the Shares; providedacknowledgements, howeverrepresentations and agreements contained in this Subscription Agreement and the Questionnaires and agrees that if any of such acknowledgements, that representations and agreements are no longer accurate or have been breached, the Subscriber may sell or otherwise dispose of shall promptly notify the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereinCompany;
(n) the Subscriber is purchasing the 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 Shares, and the Subscriber has not subdivided his interest in the Shares with any other person;
(o) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(p) the Subscriber is not aware of any advertisement of any of the Securities Shares and is not acquiring the 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;
(oq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;Shares,
(ii) that any person will refund the purchase price of any of the Securities;Shares,
(iii) as to the future price or value of any of the Securities; Shares, or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system; and
(r) the Subscriber acknowledges and agrees that the Company shall not consider the Subscriber’s Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement:
(i) a fully completed and executed copy of each of the Questionnaires in the forms attached hereto as Exhibit A and B, and
(ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber’s qualification as a qualified investor.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription Agreement includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (HIP ENERGY Corp)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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;
(ce) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(df) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber;
(g) the Subscriber is acquiring the Securities as principal 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 U.S. Persondirect or indirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any other person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities;
(i) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Forms 00-X, 00-X, 0-X and any other filings filed with the SEC;
(j) the Subscriber has made an independent examination and investigation of an investment in the 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(k) 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 Securities for an indefinite period of time;
(l) 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 the Company;
(m) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(n) 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 in accordance with its terms;
(o) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the SharesSecurities;
(lp) the Subscriber (i) is able not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to fend for him/her/itself a contractual agreement or otherwise, in the Subscription; (ii) has such knowledge and experience in business matters as to be capable distribution of evaluating any of the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentSecurities;
(mq) the Subscriber acknowledges understands and agrees that none of the Securities have been or will be 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 (“Regulation “S” promulgated under the 1933 Act, 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 and in each case only in accordance with applicable state securities laws;
(r) the Subscriber understands and agrees that offers and sales of any of the 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 the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(s) the Subscriber has not acquired the Shares Securities as a result of, and it covenants that it will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nt) the Subscriber 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 securities laws;
(u) the Subscriber understands and agrees that the Company 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;
(v) the Subscriber (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(w) the Subscriber will indemnify the Company against, and will hold the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders harmless from, any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(x) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(oy) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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, except that currently the Company’s common shares are quoted on the over-the-counter market operated by the Over-The-Counter Bulletin Board operated by FINRA.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(b) 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 Bison Petroleum, Corp., Private Placement Subscription Agreement been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(d) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 1000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
and Bison Petroleum, Corp., Private Placement Subscription Agreement (o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Bison Petroleum, Corp.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the 1933 Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company;
(b) the Subscriber is acquiring the Securities, for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and that the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same;
(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;
(cd) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or the charter 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;
(de) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislationSubscriber;
(f) the Subscriber is not acquiring the Shares Securities as principal for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or benefit ofresale to others, directly and no other person has a direct or indirectlyindirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any U.S. Personother person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities;
(h) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Form 10-KSB and any other filings filed with the SEC;
(i) the Subscriber has made an independent examination and investigation of an investment in the 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(j) 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 Securities for an indefinite period of time;
(k) 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 the Company;
(l) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(m) 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 in accordance with its terms;
(n) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lo) it is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(p) the Subscriber understands and agrees that none of the Securities have been or will, except as set forth in this Agreement, be registered under the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, except in accordance with 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 and in each case only in accordance with applicable state securities laws;
(q) the Subscriber 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 securities laws;
(r) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Securities not made in accordance with an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(s) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nt) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ou) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(iii) as to the future price or value of any of the Securities; , or
(iv) other than as set out herein, 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, except that currently the Company’s common shares are quoted on the over-the-counter market operated by the FINRA’s Over-The-Counter Bulletin Board.
Appears in 1 contract
Samples: Subscription Agreement (Skins Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber is not a U.S. Person, as that term is defined in accordance with its termsRegulation S;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person, as that term is defined in Regulation S;
(g) the Subscriber is not a U.S. Person;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ig) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jh) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(i) the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
(j) the Subscriber is acquiring the Shares as principal for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Shares, and it has not subdivided its interest in the Shares with any other person;
(k) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Form 10-KSB and any other filings filed with the SEC;
(l) the Subscriber has made an independent examination and investigation of an investment in the Shares 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 any way whatsoever for the Subscriber’s decision to invest in the Shares and the Company;
(m) 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;
(n) 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 the Company;
(o) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Questionnaire and the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(p) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(q) 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 in accordance with its terms;
(r) it is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesShares or any of them;
(ls) the Subscriber (i) is able to fend for him/her/itself understands and agrees that none of the Shares have been or will, except as set forth in this Agreement, be 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 Subscription; (ii) has such knowledge United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, 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 and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment each case only in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentaccordance with applicable state securities laws;
(mt) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares and the Underlying Shares pursuant to registration of the Shares and the Underlying Shares pursuant to the 1933 Act and any applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nu) the Subscriber understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(v) the Subscriber understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(w) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(x) the Subscriber is not aware of any advertisement of of, or any general solicitation in respect of, any of the Securities and is not acquiring the 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 advertisingShares; and
(oy) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesShares;
(ii) that any person will refund the purchase price of any of the SecuritiesShares;
(iii) as to the future price or value of any of the SecuritiesShares; or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company Shares on any stock exchange or automated dealer quotation system; except that the Company’s Common Stock is currently approved for trading on the U.S. Over the Counter Bulletin Board.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Sierra Ventures, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(b) the Subscriber is resident in the jurisdiction set forth on page 3 underneath the Subscriber’s name and signature;
(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;
(cd) 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 Securities for an indefinite period of time;
(e) the Subscriber has made an independent examination and investigation of an investment in the 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 Subscriber’s decision to invest in the Securities and the Company;
(f) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company and the 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;
(g) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dh) 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 in accordance with its termsSubscriber;
(ei) the Subscriber is acquiring it understands and agrees that none of the Securities pursuant to an exemption from have been registered under the registration and prospectus requirements of applicable 1933 Act or any state securities legislation in all jurisdictions relevant to this Subscriptionlaws, and, as a consequenceunless so registered, none may be offered or sold in the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit ofUnited States or, directly or indirectly, any to U.S. Person;
Persons (gas defined herein) except pursuant to an exemption from, or in a transaction not subject to, the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale Registration Requirements of the Shares to the Subscriber as contemplated 1933 Act and in this Subscription Agreement complies each case only in accordance with or is exempt from the applicable state securities legislation of the jurisdiction of residence of the Subscriberlaws;
(j) it is purchasing the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal Securities for the Subscriber’s its own account, account for investment purposes only, only and not with a view tofor the account of any other person and not for distribution, assignment or for, resale, distribution or fractionalisation thereof, in whole or in partresale to others, and no other person has a direct or indirect beneficial interest in is such Shares, and the Subscriber has not subdivided his interest in the Securities with any other person;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to it can fend for him/her/itself in the Subscription; (ii) has such knowledge Subscription and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) if it is acquiring the Securities as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(m) the Subscriber acknowledges it understands and agrees that the Subscriber has not acquired Company and others will rely upon the Shares as a result of, truth 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 accuracy of the Shares which would include acknowledgments, representations and agreements contained in sections 5 and 6 hereof and agrees that if any activities undertaken for of such acknowledgments, representations and agreements are no longer accurate or have been breached, it shall promptly notify the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereinCompany;
(n) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Securities,
(ii) is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not aware applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any advertisement kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Securities, and
(iv) represents and warrants that the acquisition of the Securities by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and
(o) the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably
(p) the Subscriber is not acquiring the Shares 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 radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and;
(oq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Nascent Biotech Inc.)
Representations, Warranties and Covenants of the Subscriber. The Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom it is acting, hereby represents and warrants to, and covenants with, the Corporation as follows as at the date hereof and as at the Closing Time and acknowledges that the Corporation and its counsel, are relying on such representations and warranties in connection with the transactions contemplated herein:
(a) The Subscriber hereby represents and (if applicable) each beneficial purchaser for whom it is acting is resident or, if not an individual, has its head office, in the jurisdiction set out on the face page of this Subscription Agreement. The address set forth on the face page of this Subscription Agreement is the residence of the Subscriber, or the residence of any beneficial purchaser for whom the Subscriber is acting, and such address was not obtained or used solely for the purpose of acquiring Units and the Subscriber and any beneficial purchaser was solicited to purchase Units, placed the buy order for the Subscribed Units and executed this Subscription Agreement, solely in such jurisdiction.
(b) The Subscriber and each beneficial purchaser for whom it is acting is not a U.S. Person and the Subscriber is not purchasing Units for the account or benefit of a U.S. Person, was not offered the Units in the United States and did not execute this Subscription Agreement in the United States.
(c) The Subscriber, on its own behalf and (if applicable) on behalf of each beneficial purchaser for whom it is acting, represents, warrants and certifies as set out in Schedule "A" hereto and further certifies that the Subscriber or (if applicable) each such beneficial purchaser, as the case may be, falls into one or more of the categories of prospectus exempt purchasers listed in Schedule "A" hereto as indicated on Schedule "A" hereto, which has been executed and delivered with this Subscription Agreement.
(d) The Subscriber, on its own behalf and (if applicable) ob behalf of each beneficial purchaser for whom it is acting, has duly and properly completed, executed and delivered to the Corporation within applicable time periods, the certificate and covenants with form set forth in Schedule "A" hereto and the Company (which representations, warranties and covenants shall survive certifications contained therein and in this Subscription Agreement are true and correct as at the Closing) that:date hereof and will be true and correct at the Closing Time.
(be) The Subscriber confirms that the Units have not been offered to the Subscriber has or any beneficial purchaser for whom it is acting in the legal capacity United States and competence that this Subscription Agreement was not signed in the United States.
(f) The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for and purchase of the Subscribed Units and the completion of the transactions described herein by the Subscriber will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber or any beneficial purchaser for whom the Subscriber is acting, the Securities Laws or any other laws applicable to enter into the Subscriber or any beneficial purchaser for whom the Subscriber is acting, any agreement to which the Subscriber or any beneficial purchaser for whom the Subscriber is acting is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber or any beneficial purchaser for whom the Subscriber is acting.
(g) In the case of a subscription for the Subscribed Units by the Subscriber acting as trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, the Subscriber is duly and properly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such beneficial purchaser, who is purchasing as principal for its own account, not for the benefit of any other Person and not with a view to take all actions the resale or distribution of the Underlying Securities or Warrant Shares, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement of such principal, enforceable in accordance with its terms against such principal, and the Subscriber acknowledges that the Corporation and/or the Agent may be required pursuant hereto and, if by law to disclose the identity of such beneficial purchaser for whom the Subscriber is acting;
(h) In the case of a subscription for the Subscribed Units by the Subscriber acting as principal, this Subscription Agreement has been duly and properly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber.
(i) If the Subscriber is:
(i) a corporation, it the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all necessary approvals by its directors, shareholders requisite legal and others have been obtained corporate power and authority to authorize execution execute and performance of deliver this Subscription Agreement on behalf of Agreement, to subscribe for the Subscriber;
(c) the entering into of this Subscription Agreement Subscribed Units as contemplated herein and the transactions contemplated hereby do not result in the violation of any of to observe and perform its obligations under the terms and provisions of any law applicable to 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;
(d) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(iii) the sale a partnership, syndicate or other form of the Shares to unincorporated organization, the Subscriber as contemplated in has the necessary legal capacity and authority to execute and deliver this Subscription Agreement complies with or and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof; or
(iii) an individual, the Subscriber is exempt from the applicable securities legislation of the jurisdiction full age of residence of the Subscriber;majority and is legally competent to execute this Subscription Agreement and to observe and perform his or her covenants and obligations hereunder.
(j) There is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder's fee. If any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Subscribed Units, the Subscriber is outside covenants to indemnify and hold harmless the United States when receiving Corporation with respect thereto and executing this Subscription Agreement and is acquiring with respect to all costs reasonably incurred in the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation defence thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;.
(k) the The Subscriber is not, with respect to the Corporation or any of its affiliates, a Control Person and will not an underwriter of, or dealer in, the common shares become a Control Person by virtue of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution purchase of the Shares;Subscribed Units, and does not intend to act in concert with any other person to form a Control Person of the Corporation.
(l) The Subscriber is not purchasing Units with knowledge of any material fact or information concerning the Subscriber (i) is able Corporation which has not been generally disclosed to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;public.
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(o) no No person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Units or Underlying Securities;
(ii) that any person will refund the purchase price of any of the Securities;Subscription Price; or
(iii) as to the future price or value of the Units or the Underlying Securities.
(n) This subscription for Units has not been made through or as a result of, and the distribution of Units is not being accompanied by, any form of advertisement, including, without limitation, in printed public media, radio, television, internet or telecommunications, including electronic display, or as part of a general solicitation.
(o) The funds representing the Subscription Price which will be advanced by the Subscriber will not represent proceeds of crime for the purposes of the Securities; or
Proceeds of Crime (ivMoney Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber's name and other information relating to this Subscription Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its knowledge, none of the subscription funds to be provided by the Subscriber (i) have been or will be obtained or derived, directly or indirectly, as a result of illegal activities under the laws of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and the Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of the Securities representations set forth in subparagraphs (i) and (ii) ceases to be true and provide the Corporation with appropriate information in connection therewith.
(p) The delivery of this subscription, the acceptance hereof by the Corporation and the issuance of Subscribed Units to the Subscriber complies with all applicable laws of the Subscriber's jurisdiction of residence and domicile and will be listed and posted for trading on any stock exchange not cause the Corporation or automated dealer quotation system or that application has been made to list and post any of its officers or directors to become subject to or require any disclosure, prospectus or other reporting requirement to which the Securities of Corporation is not currently subject.
(q) If the Company on any stock exchange Subscriber is not an individual, the Subscriber was not created or automated dealer quotation systemis not being used solely to purchase or hold the Subscribed Units and has a bona fide purpose other than investing in the Subscribed Units.
Appears in 1 contract
Samples: Subscription Agreement (Stellar Pharmaceuticals Inc)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber in accordance with its termsis not a U.S. Person;
(e) the Subscriber is not acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ig) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jh) the Subscriber is an “accredited investor”, as that term is defined in Section 1.1 of the Canadian National Instrument 45-106 and will complete, execute and submit to the Company, prior to the Closing, a Canadian Investor Certificate in the form attached to this Agreement as Exhibit A, evidencing this status;
(i) the Subscriber was outside the United States when the offer to purchase the Securities was made, has been outside the United States during the process of negotiating the terms of this Subscription Agreement and is outside of the United States when receiving and executing this Subscription Agreement Agreement;
(j) the Subscriber is aware that an investment in the Company is speculative and is acquiring involves certain risks, including the Shares as principal for possible loss of the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesentire investment;
(k) the Subscriber has made an independent examination and investigation of an investment in the 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 any way whatsoever for the Subscriber's decision to invest in the Securities and the Company;
(l) 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 Securities for an indefinite period of time;
(m) 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 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 the Company;
(n) the Subscriber (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(o) the Subscriber 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 and in each case only in accordance with applicable state and provincial securities laws;
(p) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lq) the Subscriber (i) is able acquiring the Securities as principal for investment only and not with a view to fend for him/her/itself distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the Subscription; (ii) has such knowledge and experience in business matters as United States or to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentU.S. Persons absent registration;
(mr) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares or the Warrant Shares pursuant to registration of any of the Shares or the Warrant Shares pursuant to the 1933 Act and any applicable state and federal provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(ns) the Subscriber understands and agrees that offers and sales of any of the Shares or the Warrant Shares prior to the expiration of a period of forty days after the date of original issuance of the Shares or the Warrant Shares (the forty day period being hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(t) the Subscriber 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 any applicable securities laws;
(u) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares or the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(v) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(ow) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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, except that currently certain market makers make market in the common shares of the Company on the OTCBB.
6.2 In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Clearly Canadian Beverage Corp)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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;
(ce) if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(df) the Subscriber is an Accredited Investor (as defined in National Instrument 45-106) and the Subscriber agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Agreement:
(i) a fully completed and executed Questionnaire in the form attached as Exhibit A hereto; and
(ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as an Accredited Investor;
(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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. PersonSubscriber;
(h) the Subscriber is resident acquiring the Securities as principal for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and it has not subdivided its interest in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription AgreementSecurities with any other person;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities;
(j) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Form 10-KSB and any other filings filed with the SEC;
(k) the Subscriber has made an independent examination and investigation of an investment in the 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 any way whatsoever for the Subscriber’s decision to invest in the Securities and the Company;
(l) 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 Securities for an indefinite period of time;
(m) 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 the Company;
(n) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto;
(o) 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 in accordance with its terms;
(p) it is not an underwriter of, or dealer innor is it an affiliate of a person that is an underwriter of, the common shares of the Company, nor and it is the Subscriber not participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities or any of them;
(lq) it is not a registered broker-dealer, nor is it an affiliate of a registered broker-dealer;
(r) the Subscriber (i) is able to fend for him/her/itself understands and agrees that none of the Securities have been or will be 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 Subscription; United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (ii) has such knowledge “Regulation S”), 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 and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment each case only in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentaccordance with applicable state securities laws;
(ms) the Subscriber understands and agrees that offers and sales of any of the 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 the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(t) the Subscriber acknowledges that the Subscriber it has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nu) the Subscriber 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 securities laws;
(v) the Subscriber understands and agrees that the Company 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;
(w) the Subscriber (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(x) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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
(oy) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;,
(ii) that any person will refund the purchase price of any of the Securities;,
(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 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, except that currently the Company’s common shares are quoted on the over-the-counter market operated by the NASD’s Over-The-Counter Bulletin Board.
6.2 In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) ), and acknowledges that the Company is relying thereon, that:
(a) the Subscriber is not a U.S. Person as that term is defined in Regulation S;
(b) the Subscriber is not acquiring the Note for the account or benefit of, directly or indirectly, any U. S. Person as that term is defmed in Regulation S;
(c) the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) 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 ofthe Subscriber;
(ce) ifthe Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(df) the Subscriber has duly executed and delivered this Subscription Agreement and upon acceptance thereof by the Company it will constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(eg) the Subscriber is acquiring the Securities pursuant to an exemption from the registration as principal for its own account for investment purposes only and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account of any other person and not for distribution, assignment or benefit ofresale to others, directly and no other person has a direct or indirectlyindirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any U.S. Person;
(g) the Subscriber is not a U.S. Personother person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Note as principal for the Subscriber’s 's own account, account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(n) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(iii) the Subscriber is aware that any person will refund an investment in the purchase price of any Company is speculative and involves certain risks, including the possible loss of the Securities;
(iii) as to entire investment and it has carefully read and considered the future price or value matters set forth under the heading "Risk Factors" appearing in the Company's Forms lOoK, lO-Q, 8-K and any other filings filed with the SEC; the Subscriber has made an independent examination and investigation of any of the Securities; or
(iv) that any of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be listed and posted responsible in any way whatsoever for trading on any stock exchange or automated dealer quotation system or that application has been made the Subscriber's decision to list and post any of invest in the Securities of and the Company on any stock exchange or automated dealer quotation system.Company;
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. (a) 6.1. The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) the Subscriber It 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 corporationcorporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(cb) the The entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or, if the Subscriber is a corporate entity, the 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;
(dc) the 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;
(d) The Subscriber in accordance with its termshas received and carefully read this Subscription Agreement;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the The Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(if) the sale of The Subscriber is purchasing the Shares pursuant to the Subscriber as contemplated in this Subscription Agreement complies with exemptions from prospectus or is exempt from the equivalent requirements under applicable securities legislation of the jurisdiction of residence of the Subscriberlaws;
(jg) the The Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, only and not with a view toto resale or distribution;
(h) The Subscriber is aware that an investment in the Company is speculative and involves certain risks, or forincluding the possible loss of the entire investment;
(i) The Subscriber has made an independent examination and investigation of an investment in the Shares 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 any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(j) The Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, resale, distribution or fractionalisation thereof, (ii) has no need for liquidity in whole or in partthis investment, and no other person has a direct or indirect beneficial interest (iii) is able to bear the economic risks of an investment in such Sharesthe Shares for an indefinite period of time;
(k) 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 the Questionnaire and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber is not an underwriter of, or dealer in, the common shares of shall promptly notify the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the The Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) The Subscriber understands and agrees that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale;
(n) By completing the Questionnaire, the Subscriber acknowledges is representing and warranting that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D of the Subscriber has not acquired the Shares as 1933 Act or a result of, and will not itself engage in, any “directed selling effortsnon-“U.S. person,” (as defined in Regulation S under the 0000 XxxSecurities Act;
(o) All information contained in the United States Questionnaire is complete and accurate and may be relied upon by the Company, and the Subscriber will notify the Company immediately of any material change in respect any such information occurring prior to the closing of the Shares which would include any activities undertaken for purchase of the purpose Shares;
(p) The Subscriber is not an underwriter of, or that could reasonably be expected dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to have the effect ofa contractual agreement or otherwise, conditioning the market in the United States for the resale distribution of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nq) the The Subscriber is not aware of any advertisement of any of the Securities Shares and is not acquiring the 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
(or) no person has made The Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Subscriber any written or oral representations:
Company, along with an executed copy of this Subscription Agreement: (i) that any person will resell or repurchase any of a fully completed and executed Questionnaire in the Securities;
form attached hereto as Exhibit A, and (ii) such other supporting documentation 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
(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 systemits legal counsel may request to establish the Subscriber's qualification as a qualified investor.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber in accordance with its termsis not a U.S. Person;
(e) the Subscriber is not acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ig) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jh) the Subscriber is acquiring the 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 Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lk) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(ml) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(nm) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingSecurities; and
(on) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Caduceus Software Systems Corp.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(fd) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(ge) the Subscriber is not a U.S. Person;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ig) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jh) the Subscriber is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons;
(i) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(lk) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(ml) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m) the Subscriber understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(n) the Subscriber understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(o) the Subscriber understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state securities laws;
(p) the Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) the Subscriber is not aware of any advertisement of any of the Securities Shares and is not acquiring the 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
(or) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;Shares,
(ii) that any person will refund the purchase price of any of the Securities;Shares,
(iii) as to the future price or value of any of the Securities; Shares, or
(iv) that any of the Securities Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Fundstech Corp)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and represents, warrants to and covenants with and to the Company (which representations, warranties and covenants shall survive the Closing) and acknowledges that the Company is relying thereon that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the 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;
(dc) the Subscriber has duly executed and delivered this Subscription Agreement and and, upon acceptance thereof by the Company, it constitutes will constitute a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(fd) the Subscriber is not acquiring the Shares Debenture for the account or benefit of, directly or indirectly, any U.S. Person, as that term is defined in Regulation S;
(ge) the Subscriber is an accredited investor and the Subscriber agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Agreement:
(i) a fully completed and executed Accredited Investor Questionnaire in the form attached as Schedule B hereto; and
(ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as an Accredited Investor;
(f) the Subscriber is not a U.S. Person, as that term is defined in Regulation S;
(hg) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ih) the sale Subscriber has inquired into the applicable securities legislation of the Shares to its jurisdiction of residence and the Subscriber as contemplated in this Subscription Agreement either complies with or is exempt from the applicable securities legislation of the Subscriber's jurisdiction of residence of the Subscriberresidence;
(ji) the Subscriber is outside the United States and Canada when receiving and executing this Subscription Agreement and is acquiring the Shares Debenture as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Debenture;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber an affiliate of any underwriter of or dealer in the Securities, nor is it participating, pursuant to a contractual agreement contract or otherwise, in the any distribution of the SharesSecurities;
(k) the Subscriber agrees that, unless and until 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, it will not offer or sell its Securities in the United States, 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;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesDebenture; and (iiiii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares Debenture as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of the Shares Debenture which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereinDebenture;
(n) any offer or and sale of any of the Securities prior to the expiration of a period of six months after the date of original issuance of that respective Security (the six-month period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) it will not 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 and the Subscriber is not aware of any advertisement of of, or any general solicitation in respect of, any of the Securities and is not acquiring the 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 advertisingSecurities; and
(op) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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 systemsystem other than the TSX Venture Exchange; except that the Company’s Common Stock is currently approved for trading on the U.S. Over the Counter Bulletin Board.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Argentex Mining Corp)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dc) 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;
(d) the Subscriber in accordance with its termsis not a U.S. Person;
(e) the Subscriber is not acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(hf) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement;
(ig) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(jh) the Subscriber is acquiring the 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 Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s 's own accountaccount (except for the circumstances outlined in paragraph 0), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(lk) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(ml) if the Subscriber is acquiring the Securities as a fiduciary or agent for one or more investor accounts:
(i) the Subscriber acknowledges that has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and
(ii) the investor accounts for which the Subscriber has not acquired the Shares acts as a result offiduciary or agent satisfy the definition of an "Accredited Investor", and will not itself engage in, any “directed selling efforts” (as the term is defined in Regulation S under Multilateral Instrument 45-103 adopted by the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereinBC Commission;
(nm) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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 advertisingSecurities; and
(on) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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.
(o) the Subscriber is resident in British Columbia or Overseas and (check one or more of the following boxes):
(A) is an "accredited investor" as that term is defined under Multilateral Instrument MI 45-103 (if so, fill out and sign Exhibit A) [ ]
(B) is a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company [ ]
(C) is a close personal friend of a director, senior officer or control person of the Company [ ]
(D) is a close business associate of a director, senior officer or control person of the Company [ ]
(p) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1 above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (Fill in the name of each director. senior officer and control person which you have the above-mentioned relationship with).
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Netfone Inc)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ba) the Subscriber is acquiring the Securities as principal for the Subscriber's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(b) if the Subscriber is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Subscriber has sole investment discretion with respect to each such account and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(c) the residence of the Subscriber set forth on the execution page hereof is the true and correct residence of the Subscriber and he has no present intention to become resident or domiciled in any other province, state or other jurisdiction;
(d) should there be any change in any of the information which the Subscriber has provided to the Company prior to the acceptance by the Company of this subscription, the Subscriber will immediately provide such information to the Company by telephone prior to such acceptance and will confirm such information in writing;
(e) the Subscriber, if an individual, has attained the age of majority and 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;
(cf) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(dg) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. PersonSubscriber;
(h) the Subscriber is resident aware that an investment in the jurisdiction set out under Company is speculative and involves certain risks, including the heading “Name and Address possible loss of Subscriber” on the signature page of this Subscription Agreementinvestment;
(i) the sale Subscriber, together with his advisor(s), if any, has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Shares to investment in the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from Securities and the applicable securities legislation of the jurisdiction of residence of the SubscriberCompany;
(j) the Subscriber is outside the United States when receiving (1) has adequate net worth and executing means of providing for its current financial needs and possible personal contingencies, (2) has no need for liquidity in this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes onlyinvestment, and not with a view to, or for, resale, distribution or fractionalisation thereof, (3) is able to bear the economic risks of an investment in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Securities for an indefinite period of time;
(k) the Subscriber has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of his legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's decision to invest in the Securities and the Company;
(l) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investmentSecurities;
(m) the Subscriber acknowledges understands and agrees that the Subscriber has not acquired the Shares as a result of, and Company will not itself engage in, refuse to register any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect transfer of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected Securities to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares a U.S. Person not made pursuant to an effective registration of the Shares pursuant to statement under the 1933 Act and any applicable state and federal securities laws or under pursuant to an available exemption from such the registration requirements and as otherwise provided hereinof the 1933 Act;
(n) the Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgments, representations and agreements contained in sections 5 and 6 hereof and agrees that if any of such acknowledgments, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;
(o) the Subscriber is not a "control person" of the Company as defined in the B.C. Act, will not become a "control person" by virtue of this purchase of the Securities and does not intend to act in concert with any other person to form a control group;
(p) the Subscriber has no knowledge of a "material fact" or "material change" (as those terms are defined in the B.C. Act) in the affairs of the Company that has not been generally disclosed to the public, save knowledge of this particular transaction;
(q) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Shares 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;
(or) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;; or
(iii) as to the future price or value of any of the Securities; orand
(ivs) that any if subject to the applicable securities legislation of the Province of Quebec, the Placee is purchasing a sufficient number of Securities will be listed such that the aggregate acquisition cost to the Placee is not less than $150,000 for such Securities.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any the purpose of the Securities of Subscription includes any person in the Company on any stock exchange or automated dealer quotation systemUnited States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Esarbee Investments LTD)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company Issuer (which representationson its own behalf and, warranties if applicable, on behalf of the Beneficial Purchaser from whom the Subscriber is contracting hereunder) that, as at the date of this Subscription Agreement and covenants shall survive at the Closing:
(a) that:the Subscriber is not a U.S. Person;
(b) 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 corporationan 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;
(c) the 1933 Act or any state securities laws and that the sale of the Shares 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;
(d) 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 Shares;
(e) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to to, or 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;
(df) 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 in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber;
(g) the Subscriber is not a U.S. Personhas received and carefully read this Subscription Agreement;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the Subscriber is a resident of an International Jurisdiction (which is defined herein to mean a country other than Canada or the United States) and the Subscriber on its own behalf and, if applicable on behalf of others for whom it is hereby acting that:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the International Securities Laws (which is defined herein to mean, in respect of each and every offer or sale of Purchased Securities, any securities laws having application to the Shares Purchaser and the purchase of the Securities other than the laws of Canada and the United States and all regulatory notices, orders, rules, regulations, policies and other instruments incidental thereto) which would apply to this subscription, if any;
(ii) the Subscriber is purchasing the Securities pursuant to an applicable exemption from any prospectus, registration or similar requirements under the International Securities Laws of that International Jurisdiction, or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the International Securities Laws of the International Jurisdiction without the need to rely on exemptions; (iii) the subscription by the Subscriber does not contravene any of the International Securities Laws applicable to the Subscriber as contemplated and the Issuer and does not give rise to any obligation of the Issuer to prepare and file a prospectus or similar document or to register the Securities or to be registered with any governmental or regulatory authority;
(iv) the International Securities Laws do not require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in this Subscription Agreement the International Jurisdiction; and
(v) the Securities are being acquired for investment purposes only and not with a view to resale and distribution, and the distribution of the Securities to the Subscriber by the Issuer complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriberall International Securities Laws;
(j) the Subscriber is outside aware that an investment in the United States when receiving Issuer is speculative and executing this Subscription Agreement and is acquiring involves certain risks, including the Shares as principal for possible loss of the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesentire investment;
(k) the Subscriber is not has made an underwriter of, or dealer in, the common shares independent examination and investigation of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, an investment in the distribution Securities and the Issuer and has depended on the advice of its legal and financial advisors and agrees that the SharesIssuer will not be responsible in any way whatsoever for the Subscriber’s decision to invest in the Securities and the Issuer;
(l) 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 Securities for an indefinite period of time;
(m) the Subscriber understands and agrees that the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Issuer;
(n) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(mo) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in is outside the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act when receiving and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereinexecuting this Subscription Agreement;
(np) the Subscriber understands and agrees that none of the Securities have been registered under any state securities or “blue sky” laws of any state of the United States;
(q) the Subscriber is not aware an underwriter of, or dealer in, the shares of any advertisement of any common stock of the Securities and Issuer, nor is not acquiring the Shares as Subscriber participating, pursuant to a result contractual agreement or otherwise, in the distribution 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; andthe Securities;
(or) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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 Issuer on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Online Disruptive Technologies, Inc.)
Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and represents, warrants to and covenants with and to the Company (which representations, warranties and covenants shall survive the Closing) and acknowledges that the Company is relying thereon that:
(ba) 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;
(cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to 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;
(dc) the Subscriber has duly executed and delivered this Subscription Agreement and and, upon acceptance thereof by the Company, it constitutes will constitute a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(e) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(fd) the Subscriber is not acquiring the Shares Units for the account or benefit of, directly or indirectly, any U.S. Person, as that term is defined in Regulation S;
(ge) the Subscriber is a director of the Company;
(f) the Subscriber is not a U.S. Person, as that term is defined in Regulation S;
(hg) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(ih) the sale Subscriber has inquired into the applicable securities legislation of the Shares to its jurisdiction of residence and the Subscriber as contemplated in this Subscription Agreement either complies with or is exempt from the applicable securities legislation of the Subscriber's jurisdiction of residence of the Subscriberresidence;
(ji) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Units as principal for the Subscriber’s 's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Sharesthe Units;
(kj) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber an affiliate of any underwriter of or dealer in the Securities, nor is it participating, pursuant to a contractual agreement contract or otherwise, in the any distribution of the SharesSecurities;
(k) the Subscriber agrees that, unless and until 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, it will not offer or sell its Securities in the United States, 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 and, in any event, in compliance with all Applicable Securities Laws;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesUnits; and (iiiii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(m) the Subscriber acknowledges that the Subscriber has not acquired the Shares Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 XxxS) in the United States in respect of the Shares Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose any of the Shares pursuant to registration of Securities in the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereinUnited States;
(n) any offer or and sale of any of the Securities prior to the expiration of a period of six months after the date of original issuance of that respective Security (the six-month period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with Applicable Securities Laws;
(o) it will not 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 Securities Laws and the Subscriber is not aware of any advertisement of of, or any general solicitation in respect of, any of the Securities and is not acquiring the 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 advertisingSecurities; and
(op) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Securities;
(ii) that any person will refund the purchase price of any of the Securities;
(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 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; except that the Company’s Common Stock is currently (i) listed for quotation on the U.S. Over the Counter Bulletin Board and (ii) listed on the TSX Venture Exchange.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Argentex Mining Corp)
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby covenants, represents and warrants to and covenants with the Company (which and acknowledges that the Company is relying on such representations, warranties and covenants shall survive covenants) as follows:
(a) the Closing) that:Subscriber is resident in the jurisdiction stated on page 2 of this Subscription Agreement as “Subscriber’s Residential Address” and such address was not created and is not used solely for the purpose of acquiring FT Shares. The purchase by and sale to the Subscriber of the FT Shares, and any act, solicitation, conduct or negotiation directly or indirectly in furtherance of such purchase or sale has occurred only in such jurisdiction;
(b) If the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto andis:
(i) a company, if the Subscriber is a corporation, it is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Subscription Agreement, to subscribe for the FT Shares as contemplated herein and to carry out and perform its obligations under the terms of this Subscription Agreement;
(ii) a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals by its directorsin respect thereof; or
(iii) an individual, shareholders the Subscriber is nineteen (19) years of age or older and others have been obtained is legally competent to authorize execution and performance of execute this Subscription Agreement on behalf of the Subscriberand to observe and perform his or her covenants and obligations hereunder;
(c) the entering into of this Subscription Agreement Subscriber is purchasing the FT Shares as principal for its own account and the transactions contemplated hereby do not result no other person, Company, firm or other organization will have a beneficial interest in the violation of any of the terms and provisions of any law applicable to 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 boundFT Shares;
(d) the Subscriber is an “accredited investor” as defined in NI 45-106, the Subscriber satisfies one or more of the categories included in the definition of “accredited investor” as set out in Schedule “A” hereto and has executed and delivered herewith a copy of Schedule “A”, including Exhibit “1” thereto, if applicable;
(e) if the Subscriber is an accredited investor pursuant to subsection 2.3(j), (k) or (l) of NI 45- 106, the Subscriber has the documentary evidence necessary to demonstrate the Subscriber satisfies the criteria in any of subsections 2.3(j), (k) or (l) of NI 45-106 and shall, upon request by the Company, deliver copies of such documents as the Company deems necessary, in its sole discretion, to verify that the Subscriber has satisfied such criteria, and the Subscriber has executed and delivered a Form 45-106F9 – Form for Individual Accredited Investors as attached hereto as Exhibit “1” to Schedule “A”
(f) the Subscriber was not created, established, formed or incorporated solely, or is used primarily, to acquire securities or to permit the purchase of the FT Shares without a prospectus in reliance on an exemption from the prospectus requirements of applicable Securities Laws;
(g) the execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the FT Shares and the completion of the transactions described herein by the Subscriber will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber, the Securities Laws or any other laws applicable to the Subscriber, any agreement to which the Subscriber is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber;
(h) the Subscriber has duly authorized, executed and delivered this Subscription Agreement and it constitutes a legal, valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(ei) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(f) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;
(k) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(l) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge in financial and experience in business matters affairs as to be capable of evaluating the merits and risks of its prospective investment in the Shares; Securities as a result of the Subscriber’s own experience or as a result of advice received from a person registered under applicable Securities Laws, and (iii) has fully understands the ability restrictions on resale of an investment in the Securities and is able to bear the economic risks risk of loss of its prospective investment investment;
(j) this subscription by the Subscriber has not been induced by any representations or warranties by any person whatsoever with regard to the future value of the Securities, that any person will resell or repurchase the Securities, or that the Securities will be listed and can afford posted for trading on any stock exchange;
(k) the complete loss Subscriber is not acting jointly or in concert with any other subscriber for the purposes of the acquisition of the Securities;
(l) the Subscriber understands that the sale and delivery of the FT Shares is conditional upon such sale being exempt from the requirements as to the filing of a prospectus by the Company or upon the issuance of such investmentorders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus, and the Subscriber has properly completed, executed and delivered to the Company the applicable certificate(s) (dated as of the date hereof) set forth in Schedule “A”, and the information contained therein is true and correct as of the date of execution of this Subscription Agreement and as of the Closing Time;
(m) the Subscriber acknowledges that is not a “U.S. Person” under the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined meaning set forth in Rule 902(k) of Regulation S under the 0000 Xxx) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided hereinU.S. Securities Act;
(n) the Subscriber is not aware of any advertisement of covenants to immediately notify the Company if any of its representations and warranties contained herein would be inaccurate if made after the Securities date this Subscription Agreement is signed;
(o) the Subscription Funds that will be advanced by the Subscriber to the Company hereunder, as applicable, will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the Subscriber acknowledges that the Company or its advisors may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of its knowledge (a) none of the Subscription Price to be provided by the Subscriber (i) has been or will be derived from or related to any activity that is not acquiring deemed criminal under the Shares as a result law of any form of general solicitation or general advertising including advertisementsCanada, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or televisionthe United States, or any seminar other jurisdiction, or meeting whose attendees have (ii) is being tendered on behalf of a person or entity who has not been invited by general solicitation identified to the Subscriber, and (b) it shall promptly notify the Company if the Subscriber discovers that any of such representations ceases to be true, and to provide the Company with appropriate information in connection therewith;
(p) with respect to subscription for the FT Shares:
(i) neither the Subscriber, nor any beneficial purchaser, as the case may be, has or general advertisingwill knowingly enter into any agreement or arrangement which will cause the flow- through common shares to be or become “prescribed shares” for purposes of the Tax Act;
(ii) the Subscriber or any beneficial purchaser, as the case may be, deals at arm’s length with the Company within the meaning of the Tax Act and will continue to deal at arm’s length with the Company during the Expenditure Period and at all material times;
(iii) neither the Subscriber nor any beneficial purchaser for whom it is acting is a non- resident of Canada for the purposes of the Tax Act; and
(oiv) if the Subscriber or any beneficial purchaser for whom the Subscriber is contracting hereunder, as the case may be, is a Company, trust or partnership, it does not and will not have prior to the Termination Date a “prohibited relationship” with the Company within the meaning of subsection 66(12.671) of the Tax Act;
(q) The Subscriber or any person for whom it is acting is neither a U.S. Person nor subscribing for the FT Shares for the account of a U.S. Person or for resale in the United States and the Subscriber confirms that the FT Shares have not been offered to the Subscriber in the United States and that this Subscription Agreement has not been signed in the United States;
(r) Neither the Subscriber nor any person for whom it is acting will offer, sell or otherwise dispose of the FT Shares in the United States or to a U.S. Person unless the Company has consented to such offer, sale, or disposition, and such offer, sale, or disposition is made in accordance with an exemption from the registration requirements under the U.S. Securities Act and the securities laws of all applicable states of the United States or in accordance with the registration and prospectus delivery requirements of the U.S. Securities Act;
(s) in the case of a subscription for the FT Shares by the Subscriber acting as principal, this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber and any beneficial purchaser;
(t) if required by applicable Securities Laws or the Company, the Subscriber will execute, deliver and file or assist the Company in filing such reports, undertakings and other documents with respect to the issue of the FT Shares as may be required by any securities commission, stock exchange or other regulatory authority;
(u) the Subscriber is not, with respect to the Company or any of its affiliates, a Control Person;
(v) the Subscriber covenants and agrees to comply with applicable securities legislation in Canada, and any other relevant securities legislation, rules, regulations, orders, or policies concerning the purchase, holding of, and resale of the Securities;
(w) the Subscriber, and each beneficial purchaser, if any, has been advised to consult its own legal and tax advisors with respect to trading in the FT Shares and with respect to the resale restrictions imposed by the Securities Laws of the province in which the Subscriber resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the Securities Laws or other resale restrictions applicable to such securities which restrict the ability of the Subscriber (or others for whom it is contracting hereunder) to resell such securities, that the Subscriber (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it (or beneficial purchasers for whom it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under the Securities Laws and other applicable securities laws;
(x) the Subscriber has not received or been provided with a prospectus, offering memorandum, within the meaning of the Securities Laws, or any sales or advertising literature in connection with the Offering and the Subscriber’s decision to subscribe for the Securities was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to facts made by or on behalf of the Company;
(y) the Subscriber is not purchasing the Securities with knowledge of material information concerning the Company which has not been generally disclosed;
(z) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SecuritiesFT Shares;
(ii) that any person will refund the purchase price of any of the Securities;Subscription Price; or
(iii) as to the future price or value of any the FT Shares;
(aa) the subscription for the Securities has not been made through or as a result of, and the distribution of the SecuritiesFT Shares is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation;
(bb) the Subscriber shall promptly provide evidence of the foregoing representations, warranties and covenants at any time or times as the Company reasonably requires;
(cc) with respect to subscription for the FT Shares:
(i) neither the Subscriber, nor any beneficial purchaser, as the case may be, has or will knowingly enter into any agreement or arrangement which will cause the flow- through common shares to be or become “prescribed shares” for purposes of the Tax Act;
(ii) the Subscriber or any beneficial purchaser, as the case may be, deals at arm’s length with the Company within the meaning of the Tax Act and will continue to deal at arm’s length with the Company during the Expenditure Period and at all material times;
(iii) neither the Subscriber nor any beneficial purchaser for whom it is acting is a non- resident of Canada for the purposes of the Tax Act; orand
(iv) that if the Subscriber or any beneficial purchaser for whom the Subscriber is contracting hereunder, as the case may be, is a corporation, trust or partnership, it does not and will not have prior to the Termination Date a “prohibited relationship” with the Company within the meaning of subsection 66(12.671) of the Securities will be listed Tax Act; and
(dd) there are risks associated with the purchase of and posted for trading investment in the FT Shares and the Subscriber has such knowledge and experience that it is capable of evaluating the merits and risks of an investment in the FT Shares and the securities issuable thereunder and fully understands the restrictions on any stock exchange or automated dealer quotation system or that application has been made to list and post any resale of the Securities FT Shares, and is capable of bearing the economic risk of the Company on any stock exchange or automated dealer quotation systeminvestment.
Appears in 1 contract
Samples: Subscription Agreement