Representations, Warranties and Covenants of the Subscriber. 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) he is not a U.S. Person; (b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (c) he 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons; (e) he is outside the United States when receiving and executing this Subscription Agreement; (f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment; (g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company; (h) he (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 Shares for an indefinite period of time; (i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment; (j) he 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, he shall promptly notify the Company; (k) he 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; (l) he 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; (m) he 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 and in each case only in accordance with applicable state and provincial securities laws; (n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom; (o) he 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; (p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account; (r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein; (s) the Subscriber is not aware of any advertisement of any of the 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 (t) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system. 6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 8 contracts
Samples: Private Placement Subscription Agreement (Neoview Holdings Inc.), Private Placement Subscription Agreement (Reperio Exploration Inc.), Private Placement Subscription Agreement (Intervia Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Personresident;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gc) he 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 his 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;
(hd) he the Subscriber: (i) has adequate net worth and means of providing for his 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;
(i) he (i) is able to fend for himself itself in the Subscription; (iiiv) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his its investment in the Shares Securities and the Company; and (iiiv) has the ability to bear the economic risks of his its prospective investment and can afford the complete loss of such investment;
(je) he 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, he the Subscriber shall promptly notify the Company;
(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 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;
(g) 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, 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;
(h) the Subscriber is an ‘accredited investor’ in the United States, as that term is defined in Rule 501 of Regulation D, promulgated by the SEC under the 1933 Act;
(i) 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 National Instrument 45-106 - Prospectus and Registration Exemptions;
(j) the Subscriber is acquiring the Securities as principal for its 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 the Securities;
(k) he the decision to execute this Subscription Agreement and purchase the Shares has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based solely upon the Company’s public filings with the SEC.
(l) 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;
(lm) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he understands and agrees that offers and sales of the Subscriber is not a broker or a dealer in securities, nor is the Subscriber affiliated with 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 securities broker or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromdealer;
(o) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(p) he 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) if he is acquiring the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such accountCompany;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(ts) no person has made to the Subscriber any written or oral representations:,
(i) that any person will resell or repurchase any of the Shares;,
(ii) that any person will refund the purchase price of any of the Shares;,
(iii) as to the future price or value of any of the Shares; , or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 7 contracts
Samples: Debt Settlement and Subscription Agreement, Debt Settlement and Subscription Agreement (Maverick Minerals Corp), Debt Settlement and Subscription Agreement (Maverick Minerals Corp)
Representations, Warranties and Covenants of the Subscriber. 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) he the Subscriber is not a U.S. Personresident in the United States;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber has received and carefully read this Subscription Agreement;
(c) he 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 resident in the jurisdiction set out a corporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;
(ie) he (i) the Subscriber is able to fend for himself aware that an investment in the Subscription; Company is speculative and involves certain risks, including the possible loss of the investment;
(iif) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(g) the Subscriber has such duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(h) the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; , and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaire;
(ji) he 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 Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he the Subscriber shall promptly notify the Company;
(j) 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;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against 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 accordance the Shares with its termsany other person;
(l) he 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;
(m) he understands the Subscriber has made an independent examination and agrees that none investigation of an investment in the Shares have been registered under and the 1933 Act, or under any state securities or "blue sky" laws Company and has depended on the advice 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 its legal and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he understands financial advisors and agrees that the Company will refuse not be responsible in anyway whatsoever for the Subscriber's decision to register any transfer of invest in the Shares not made in accordance with and 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 ActCompany;
(qn) if he the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he 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;
(o) 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 account, and he the Subscriber has full power to make the foregoing acknowledgmentsacknowledgements, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the 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
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.S and for the purpose of the Subscription includes any person in the United States.
Appears in 6 contracts
Samples: Private Placement Subscription Agreement (Tombstone Exploration Corp), Private Placement Subscription Agreement (Tombstone Exploration Corp), Private Placement Subscription Agreement (Tombstone Exploration Corp)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Personresident;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gc) he 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 his 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;
(hd) he the Subscriber: (i) has adequate net worth and means of providing for his 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;
(i) he (i) is able to fend for himself itself in the Subscription; (iiiv) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his its investment in the Shares Securities and the Company; and (iiiv) has the ability to bear the economic risks of his its prospective investment and can afford the complete loss of such investment;
(je) he 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, he the Subscriber shall promptly notify the Company;
(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 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;
(g) 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, 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;
(h) the Subscriber is an ‘accredited investor’ in the United States, as that term is defined in Rule 501 of Regulation D, promulgated by the SEC under the 1933 Act;
(i) 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 National Instrument 45-106 - Prospectus and Registration Exemption s;
(j) the Subscriber is acquiring the Securities as principal for its 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 the Securities;
(k) he the decision to execute this Subscription Agreement and purchase the Shares has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based solely upon the Company’s public filings with the SEC.
(l) 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;
(lm) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he understands and agrees that offers and sales of the Subscriber is not a broker or a dealer in securities, nor is the Subscriber affiliated with 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 securities broker or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromdealer;
(o) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(p) he 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) if he is acquiring the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such accountCompany;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(ts) no person has made to the Subscriber any written or oral representations:,
(i) that any person will resell or repurchase any of the Shares;,
(ii) that any person will refund the purchase price of any of the Shares;,
(iii) as to the future price or value of any of the Shares; , or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 5 contracts
Samples: Debt Settlement and Subscription Agreement (RVPlus Inc.), Debt Settlement and Subscription Agreement (RVPlus Inc.), Debt Settlement and Subscription Agreement (RVPlus Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Person;
(b) he the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 and the sale issuance 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) he the Subscriber is purchasing acquiring the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(f) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he 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 his 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;
(h) he the Subscriber (i) has adequate net worth and means of providing for his 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;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(j) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(k) he 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;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he the Subscriber understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year six months 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(p) he 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) if he is acquiring the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such accountCompany;
(r) he the Subscriber acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:,
(i) that any person will resell or repurchase any of the Shares;,
(ii) that any person will refund the purchase price of any of the Shares;,
(iii) as to the future price or value of any of the Shares; , or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 5 contracts
Samples: Debt Settlement and Subscription Agreement (Law Perry), Debt Settlement and Subscription Agreement (Smart-Tek Solutions Inc), Debt Settlement and Subscription Agreement (Law Perry)
Representations, Warranties and Covenants of the Subscriber. 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) he it is not a U.S. Person;
(b) he it is not acquiring the Shares for the account or benefit of, directly or indirectly, any a U.S. Person;
(c) he the Subscriber has the legal capacity and competence to enter into and execute this Subscription and to take all actions required pursuant hereto and, if the Subscriber is resident in the jurisdiction set out a corporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only entering into of this Subscription and the transactions contemplated hereby do not with a view to resale or distribution and, result in particular, he has no intention to distribute, either directly or indirectly, the violation of any of the Shares in terms and provisions of any law applicable to, or the United States constating documents of, the Subscriber or of any agreement, written or oral, to U.S. Personswhich the Subscriber may be a party or by which the Subscriber is or may be bound;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he shall promptly notify the Company;
(k) he 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;
(lf) he it is not an underwriter of, or dealer in, the common shares securities of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(mg) he it is purchasing the Shares 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 "Accredited Investor") acquiring the Shares for investment purposes and not for distribution;
(h) it understands and agrees that none of the Shares have has 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, and they may not be sold except as permitted in paragraph (i) below;
(i) it understands and agrees (i) that the Shares are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and (ii) that (A) if within one year after the date of original issuance of the Shares, or sold in if within three months after it ceases to be an affiliate (within the United States ormeaning of Rule 144 under the 1933 Act ("Rule 144")) of the Company, directly it decides to resell, pledge or indirectlyotherwise transfer 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 U.S. Persons except 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 provisions box checked by the transferor on the certificate of Regulation Stransfer 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, or (6) 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 any applicable securities laws of any state of the United States, (B) the purchaser will, and provincial securities lawseach subsequent holder is required to, notify any purchaser of the 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 deliver to the Company such certificates and other information as it may reasonably require to confirm that the transfer by it complies with the restrictions set forth in this paragraph (i);
(nj) he it understands and agrees that the notification requirement referred to in paragraph (i) above will be satisfied by virtue of the fact that the legend set out in Schedule A will be placed on the Shares unless otherwise agreed by the Company;
(k) it 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 Restricted 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(ol) he understands and agrees it will not to engage in any hedging transactions involving any of sell or otherwise transfer the Shares unless such transactions are in compliance with the provisions of except as permitted under the 1933 ActAct and applicable state securities laws or an exemption therefrom;
(pm) he it (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 Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(n) it understands and agrees that the legend set forth in paragraph (j) above shall not be removed from any Shares purchased by it pursuant to this Subscription unless there is delivered to the Company will refuse such satisfactory evidence, which may include an opinion of counsel licensed to register any transfer practice law in one 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 states of the 1933 ActUnited States of America, as may be reasonably required by the Company, that such Shares are not "restricted" within the meaning of Rule 144;
(qo) if he it is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he it has sole investment discretion with respect to each such account and he it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(rp) he acknowledges it understands and agrees that he has not acquired the Shares as a result ofCompany and others will rely upon the truth and accuracy of the acknowledgments, representations and will not himself engage in, any "directed selling efforts" (as defined agreements contained in Regulation S under the 0000 Xxx) in the United States in respect of 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 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 securities laws or under an exemption from such registration requirements and as otherwise provided hereinCompany;
(sq) the Subscriber is not aware of any advertisement of any of the 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; andShares;
(tr) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription AgreementSubscription, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (Sportsprize Entertainment Inc/), Private Placement Subscription Agreement (Kodiak Graphics Co), Private Placement Subscription Agreement (Sportsprize Entertainment Inc/)
Representations, Warranties and Covenants of the Subscriber. 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) he it is not a U.S. Person;
(b) he it is not acquiring the Shares for the account or benefit of, directly or indirectly, any a U.S. Person;
(c) he the Subscriber has the legal capacity and competence to enter into and execute this Subscription and to take all actions required pursuant hereto and, if the Subscriber is resident in the jurisdiction set out a corporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only entering into of this Subscription and the transactions contemplated hereby do not with a view to resale or distribution and, result in particular, he has no intention to distribute, either directly or indirectly, the violation of any of the Shares in terms and provisions of any law applicable to, or the United States constating documents of, the Subscriber or of any agreement, written or oral, to U.S. Personswhich the Subscriber may be a party or by which the Subscriber is or may be bound;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he shall promptly notify the Company;
(k) he 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;
(lf) he it is not an underwriter of, or dealer in, the common shares securities of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(mg) he it is purchasing the Shares 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 "Accredited Investor") acquiring the Shares for investment purposes and not for distribution;
(h) it understands and agrees that none of the Shares have has 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, and they may not be sold except as permitted in paragraph (i) below;
(i) it understands and agrees (i) that the Shares are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and (ii) that (A) if within one year after the date of original issuance of the Shares, or sold in if within three months after it ceases to be an affiliate (within the United States ormeaning of Rule 144 under the 1933 Act ("Rule 144")) of the Company, directly it decides to resell, pledge or indirectlyotherwise transfer 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 U.S. Persons except 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 provisions box checked by the transferor on the certificate of Regulation Stransfer 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, or (6) 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 any applicable securities laws of any state of the United States, (B) the purchaser will, and provincial securities lawseach subsequent holder is required to, notify any purchaser of the 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 deliver to the Company such certificates and other information as it may reasonably require to confirm that the transfer by it complies with the restrictions set forth in this paragraph (i);
(nj) he it understands and agrees that the notification requirement referred to in paragraph (i) above will be satisfied by virtue of the fact that the legend set out in Schedule "A" will be placed on the Shares unless otherwise agreed by the Company;
(k) it 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 Restricted 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(ol) he understands and agrees it will not to engage in any hedging transactions involving any of sell or otherwise transfer the Shares unless such transactions are in compliance with the provisions of except as permitted under the 1933 ActAct and applicable state securities laws or an exemption therefrom;
(pm) he it (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 Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(n) it understands and agrees that the legend set forth in paragraph (j) above shall not be removed from any Shares purchased by it pursuant to this Subscription unless there is delivered to the Company will refuse such satisfactory evidence, which may include an opinion of counsel licensed to register any transfer practice law in one 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 states of the 1933 ActUnited States of America, as may be reasonably required by the Company, that such Shares are not "restricted" within the meaning of Rule 144;
(qo) if he it is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he it has sole investment discretion with respect to each such account and he it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(rp) he acknowledges it understands and agrees that he has not acquired the Shares as a result ofCompany and others will rely upon the truth and accuracy of the acknowledgments, representations and will not himself engage in, any "directed selling efforts" (as defined agreements contained in Regulation S under the 0000 Xxx) in the United States in respect of 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 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 securities laws or under an exemption from such registration requirements and as otherwise provided hereinCompany;
(sq) the Subscriber is not aware of any advertisement of any of the 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; andShares;
(tr) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription AgreementSubscription, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (Sportsprize Entertainment Inc/), Private Placement Subscription Agreement (Sportsprize Entertainment Inc/), Private Placement Subscription Agreement (Kodiak Graphics Co)
Representations, Warranties and Covenants of the Subscriber. 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) he it is not a U.S. Person;
(b) he it is not acquiring the Shares Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 and Agreement;
(d) 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;
(de) he it is purchasing the Shares Securities as principal for investment purposes only and not with a view to resale or distribution and, in particular, he it has no intention to distribute, distribute either directly or indirectly, indirectly any of the Shares Securities in the United States or to U.S. Persons;
(ef) he it is outside the United States when receiving and executing this Subscription AgreementAgreement and is acquiring the Securities as principal for its own account, for investment purposes only, and not D/EPM/509977.1 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;
(fg) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gh) he the Subscriber has made an independent examination and investigation of an investment in the Shares Securities and the Company and has depended on the advice of his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's decision to invest in the Shares Securities and the Company;
(h) he (i) it 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares Securities and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he it 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, he it shall promptly notify the Company;
(k) he 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;
(l) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or 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;
(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 termsSubscriber;
(ln) he 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;
(mo) he it understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities lawsAct;
(np) he it understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Shares 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he understands therefrom 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;
(p) he understands and agrees that the Company will refuse to register any transfer of the Shares not made each case only 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 provincial securities laws or under an exemption from such registration requirements and as otherwise provided hereinlaws;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (Digital Youth Network Corp.), Private Placement Subscription Agreement (Digital Youth Network Corp.), Private Placement Subscription Agreement (Digital Youth Network Corp.)
Representations, Warranties and Covenants of the Subscriber. 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) he it is not a U.S. Person;
(b) he it is not acquiring the Shares Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 and Agreement;
(d) 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;
(de) he it is purchasing the Shares Securities as principal for investment purposes only and not with a view to resale or distribution and, in particular, he it has no intention to distribute, distribute either directly or indirectly, indirectly any of the Shares Securities in the United States or to U.S. Persons;
(ef) he it is outside the United States when receiving and executing this Subscription AgreementAgreement and is acquiring the Securities as principal for its 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;
(fg) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gh) he the Subscriber has made an independent examination and investigation of an investment in the Shares Securities and the Company and has depended on the advice of his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's decision to invest in the Shares Securities and the Company;
(h) he (i) it 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares Securities and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he it 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, he it shall promptly notify the Company;
(k) he 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;
(l) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or 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;
(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 termsSubscriber;
(ln) he 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;
(mo) he it understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities lawsAct;
(np) he it understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Shares 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(oq) he it understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(pr) he it understands and agrees that the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(qs) it (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;
(t) if he it is acquiring the Shares Securities as a fiduciary or agent for one or more investor accounts, he it has sole investment discretion with respect to each such account and he it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(ru) he 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;
(v) it acknowledges that he it has not acquired the Shares Securities as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sw) the Subscriber is not aware of any advertisement of any of the Shares 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
(tx) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system; and
(y) the Subscriber is an 'accredited investor' as that term is defined in Multi-lateral instrument 45-103;
6.2 If the Subscriber is resident in British Columbia and is purchasing the Securities pursuant to section 74(2)(4) of the B.C. Act, then the Subscriber additionally represents, warrants and covenants to the Company (which representations, warranties and covenants shall survive closing) that:
(a) the Subscriber is purchasing as principal for its own account, and not for the benefit of any other person or company, a sufficient number of Securities such that the aggregate acquisition cost to the Subscriber is not less than CDN$97,000;
(b) neither the Subscriber nor any party on whose behalf the Subscriber is acting has been created, established, formed or incorporated solely, or is used primarily, to acquire Securities or to permit the purchase of the Securities without a prospectus in reliance on an exemption from the prospectus requirements of applicable securities legislation.
6.2 6.3 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Digital Youth Network Corp.), Private Placement Subscription Agreement (Ocean Ventures Inc), Private Placement Subscription Agreement (Digital Youth Network Corp.)
Representations, Warranties and Covenants of the Subscriber. 6.1 5.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Person;
(b) he by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an “Accredited Investor”, as that term is defined in National Instrument 45-106 adopted by the British Columbia Securities Commission;
(c) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(cd) 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 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;
(de) he the Subscriber is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(ef) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(fg) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gh) he 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 his 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;
(hi) he the Subscriber (i) has adequate net worth and means of providing for his 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;
time and can afford the complete loss of such investment and (i) he (i) is able to fend for himself in the Subscription; (iiiv) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his its investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(k) he the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(l) 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;
(lm) he 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;
(mn) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(no) he 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 Shares;
(p) 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(oq) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(pr) he 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;
(qs) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he Subscriber acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(st) the Subscriber is not aware of any advertisement of any of the 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
(tu) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 5.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Avro Energy Inc.), Private Placement Subscription Agreement (Avro Energy Inc.), Private Placement Subscription Agreement (Yaletown Capital Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Person;
(b) he the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 and the sale issuance 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) he the Subscriber is purchasing acquiring the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(f) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he 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 his its legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber's ’s decision to invest in the Shares and the Company;
(h) he the Subscriber (i) has adequate net worth and means of providing for his 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;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(j) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(k) he 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;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he the Subscriber understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year six months 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(p) he 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) if he is acquiring the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such accountCompany;
(r) he the Subscriber acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:,
(i) that any person will resell or repurchase any of the Shares;,
(ii) that any person will refund the purchase price of any of the Shares;,
(iii) as to the future price or value of any of the Shares; , or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.
Appears in 3 contracts
Samples: Debt Settlement and Subscription Agreement (Freshwater Technologies Inc.), Debt Settlement and Subscription Agreement (Freshwater Technologies Inc.), Debt Settlement and Subscription Agreement (Freshwater Technologies Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 The Subscriber hereby represents and warrants to and covenants with the Company and Global (which representations, warranties and covenants shall survive the Closing) ), as at the time of Closing and as of the date of the acquisition of any Securities, that:
(a) he the Subscriber is not a U.S. PersonPerson and is executing this Agreement outside of the U.S.;
(b) he the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is not acquiring the Shares for the account or benefit ofa corporate entity, directly or indirectly, any U.S. Person;
(c) he it is resident in the jurisdiction set out duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(dc) he is purchasing the Shares as principal for investment purposes only entering into of this Agreement and the transactions contemplated hereby do not with a view to resale or distribution and, result in particular, he has no intention to distribute, either directly or indirectly, the violation of any of the Shares in terms and provisions of any law applicable to, or, if applicable, the United States constating documents of, the Subscriber or of any agreement, written or oral, to U.S. Personswhich the Subscriber may be a party or by which the Subscriber is or may be bound;
(ed) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he shall promptly notify the Company;
(k) he 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;
(le) he the Subscriber has received and carefully read this Agreement;
(f) the Subscriber is aware that an investment in Global is speculative and involves certain risks (including those risks disclosed in the Public Record), including the possible loss of the entire investment;
(g) the Subscriber has made an independent examination and investigation of an investment in the Securities and Global and agrees that Global will not be responsible in any way whatsoever for the Subscriber’s decision to invest in the Securities and Global;
(h) the Subscriber will be purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Subscriber has not subdivided his interest in the Securities with any other person;
(i) 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;
(j) 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 or any of them;
(k) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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;
(l) 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;
(m) he the Subscriber understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state state, provincial and provincial foreign securities laws;
(n) he the Subscriber understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a the period of one year after the date of original issuance of the Shares specified in Regulation S (the one year 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he Subscriber acknowledges that he it has not acquired the Shares Securities as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) hedging transactions involving the Securities may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws;
(q) 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 Securities;
(r) the Subscriber will be purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not aware applicable, the Subscriber is permitted to purchase the Securities under the applicable laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;
(s) the applicable laws of the authorities in the International Jurisdiction do not require Global 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 offer, issue, sale or resale of any of the 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; andSecurities;
(t) no person has made to the purchase of the Securities by the Subscriber any written or oral representationsdoes not trigger:
(i) that any person will resell obligation to prepare and file a prospectus or repurchase similar document, or any of other report with respect to such purchase in the Shares;International Jurisdiction, or
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares continuous disclosure reporting obligation of the Company on any stock exchange in the International Jurisdiction; and
(u) the Subscriber will, if requested by Global, deliver to Global, a certificate or automated dealer quotation systemopinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (r), (s) and (t) above to the satisfaction of Global,, acting reasonably.
6.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.S promulgated under the 1933 Act and for the purpose of the Agreement includes any person in the United States.
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (ALKALINE WATER Co INC), Private Placement Subscription Agreement (Global Lines Inc), Private Placement Subscription Agreement (Global Lines Inc)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, representations and warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Personresident in the United States;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber has received and carefully read this Agreement;
(c) he 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 resident in the jurisdiction set out a corporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his 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 Units for an indefinite period of time, and can afford the complete loss of such investment;
(ie) he (i) the Subscriber is able to fend for himself aware that an investment in the Subscription; Company is speculative and involves certain risks, including the possible loss of the investment;
(iif) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(g) the Subscriber has such duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(h) the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares Units and the Company; , and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Agreement;
(ji) he 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 Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he the Subscriber shall promptly notify the Company;
(j) all information contained in the Agreement 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 Units ;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against is purchasing the Units for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Shares, and the Subscriber has not subdivided his interest in accordance the Units with its termsany other person;
(l) he 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 ;
(m) he the Subscriber has made an independent examination and investigation of an investment in the Units and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's decision to invest in the Units and the Company;
(n) if the Subscriber is acquiring the Units 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;
(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 Units and is not acquiring the Units as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
(q) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Units ;
(ii) that any person will refund the purchase price of any of the Units ;
(iii) as to the future price or value of any of the Units; or
(iv) that any of the Units 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 Units of the Company on any stock exchange or automated dealer quotation system.
8.2 The Subscriber hereby covenants with the Company (which covenants shall survive the Closing) that:
(a) the Subscriber understands and agrees that none not to engage in any hedging transactions involving any of the Shares have been registered under Units unless such transactions are in compliance with the provisions of the 1933 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(b) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 under defending against any state securities claim, lawsuit, administrative proceeding or "blue sky" laws investigation whether commenced or threatened) arising out of or based upon any state representation or warranty of the United States, 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; and, unless so registered, may
(c) the Subscriber will not be offered offer or sold sell any of the Units 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;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.3 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 2 contracts
Samples: Debt Settlement and Subscription Agreement (Intelimax Media Inc.), Debt Settlement and Subscription Agreement (Intelimax Media Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 4.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the ClosingClosing Date) that:
(a) he the Subscriber is not a U.S. Personan "accredited investor" as that term is defined in Regulation D promulgated under the 1933 Act;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber has received and carefully read this Agreement;
(c) he the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is resident in the jurisdiction set out a corporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;
(ie) he (i) is able to fend for himself all information contained in the Subscription; 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 Date;
(iif) the Subscriber has such the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; , and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaire;
(jg) he the Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations representations, warranties, covenants 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, he the Subscriber shall promptly notify the Company;
(kh) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(i) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, 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;
(j) 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;
(k) 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 accordance the Shares with its termsany other person;
(l) he 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;
(m) he understands the Subscriber has made an independent examination and agrees that none investigation of an investment in the Shares have been registered under and the 1933 Act, Company and has either (i) depended on the advice of its legal and financial advisors 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;
(nii) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he understands and agrees has elected not to engage in any hedging transactions involving any seek such advice and has waived his right of the Shares unless such transactions are in compliance with the provisions of the 1933 Act;
(pobtaining advise from its legal and financial advisors) he understands and agrees that the Company will refuse not be responsible in anyway whatsoever for the Subscriber's decision to register any transfer of invest in the Shares not made in accordance with and 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 ActCompany;
(qn) if he the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he the Subscriber has sole investment discretion with respect to each such account account, and he the Subscriber has full power to make the foregoing acknowledgmentsacknowledgements, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(so) the Subscriber is not aware of any advertisement of any of the 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
(tp) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;,
(ii) that any person will refund the purchase price consideration of any of the Shares;,
(iii) as to the future price or value of any of the Shares; , or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company's common stock on the OTC Bulletin Board.
6.2 4.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.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: Securities Purchase Agreement (Arkanova Energy Corp), Securities Purchase Agreement (Arkanova Energy Corp)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. PersonPerson and is a director of the Company;
(b) he the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 and the sale issuance 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) he the Subscriber is purchasing acquiring the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(f) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he 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 his 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;
(h) he the Subscriber (i) has adequate net worth and means of providing for his 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;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(j) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(k) he 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;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Shares;
(o) 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(op) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(pq) he 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;
(qr) if he the Subscriber (i) is acquiring 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 as a fiduciary or agent for one or more investor accounts, he and the Company; and (iii) has sole the ability to bear the economic risks of its prospective investment discretion with respect to each such account and he has full power to make can afford the foregoing acknowledgments, representations and agreements on behalf complete loss of such accountinvestment;
(rs) he the Subscriber acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(st) the Subscriber is not aware of any advertisement of any of the 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
(tu) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 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 (Texola Energy Corp), Private Placement Subscription Agreement (Pan American Gold Corp)
Representations, Warranties and Covenants of the Subscriber. 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) : he is not a U.S. Person;
(b) ; he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) ; he 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) ; he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) ; he is outside the United States when receiving and executing this Subscription Agreement;
(f) ; he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) ; he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) ; he (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 Shares for an indefinite period of time;
(i) ; he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) ; he 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, he shall promptly notify the Company;
(k) ; he 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;
(l) ; he 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;
(m) ; he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) ; he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) ; he 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;
(p) ; he 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) ; if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) ; he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) ; the Subscriber is not aware of any advertisement of any of the 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
(t) and no person has made to the Subscriber any written or oral representations:
(i) : that any person will resell or repurchase any of the Shares;
(ii) ; that any person will refund the purchase price of any of the Shares;
(iii) ; as to the future price or value of any of the Shares; or
(iv) or that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (Neoview Holdings Inc.), Private Placement Subscription Agreement (Comtrix, Inc.)
Representations, Warranties and Covenants of the Subscriber. 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) he the Subscriber is not a U.S. PersonPerson and is executing this Agreement outside of the U.S.;
(b) he the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is not acquiring the Shares for the account or benefit ofa corporate entity, directly or indirectly, any U.S. Person;
(c) he it is resident in the jurisdiction set out duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(dc) he is purchasing the Shares as principal for investment purposes only entering into of this Agreement and the transactions contemplated hereby do not with a view to resale or distribution and, result in particular, he has no intention to distribute, either directly or indirectly, the violation of any of the Shares in terms and provisions of any law applicable to, or, if applicable, the United States constating documents of, the Subscriber or of any agreement, written or oral, to U.S. Personswhich the Subscriber may be a party or by which the Subscriber is or may be bound;
(ed) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he shall promptly notify the Company;
(k) he 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;
(le) he the Subscriber has received and carefully read this Agreement;
(f) the Subscriber is aware that an investment in the Company is speculative and involves certain risks (including those risks disclosed in the Public Record), including the possible loss of the entire investment;
(g) the Subscriber has made an independent examination and investigation of an investment in the Securities and the Company 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;
(h) 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;
(i) the Subscriber is purchasing 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 is such Securities, and the Subscriber has not subdivided his interest in the Securities with any other person;
(j) 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;
(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 or any of them;
(l) the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the 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;
(m) he 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;
(n) the Subscriber understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state state, provincial and provincial foreign securities laws;
(no) he the Subscriber understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a the period of one year after the date of original issuance of the Shares specified in Regulation S (the one year 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he understands therefrom and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are each case only in compliance accordance with the provisions of the 1933 Actapplicable state and provincial securities laws;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he Subscriber acknowledges that he it has not acquired the Shares Securities as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sq) hedging transactions involving the Securities may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws;
(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 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;
(s) by completing the Questionnaire, the Subscriber is not aware of any advertisement of any representing and warranting that the Subscriber satisfies one of the Shares categories of registration and is not acquiring prospectus exemptions provided in NI 45-106 adopted by 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 advertisingCanadian Securities Administrators; and
(t) no person has made to if the Subscriber any written or oral representationsis resident outside of Canada and the United States:
(i) that any person will resell the Subscriber is knowledgeable of, or repurchase any has been independently advised as to, the applicable laws of the Shares;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 Securities,
(ii) that the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable laws of the securities regulators in the International Jurisdiction without the need to rely on any person will refund exemptions,
(iii) the purchase price applicable 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 offer, issue, sale or resale of any of the Shares;
(iii) as to the future price or value of any of the Shares; orSecurities,
(iv) that any the purchase of the Shares will be listed Securities by the Subscriber does not trigger:
A. any obligation to prepare and posted for trading on file a prospectus or similar document, or any stock exchange or automated dealer quotation system or that application has been made other report with respect to list and post such purchase in the International Jurisdiction, or
B. any of the Shares continuous disclosure reporting obligation of the Company on any stock exchange in the International Jurisdiction, and
(v) the Subscriber will, if requested by the Company, deliver to the Company a certificate or automated dealer quotation systemopinion 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.
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 (REVENUE.COM Corp), Private Placement Subscription Agreement (REVENUE.COM Corp)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Person;; D/ljm/707289.1
(b) he the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 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) he the Subscriber is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(f) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he 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 his 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;
(h) he the Subscriber (i) has adequate net worth and means of providing for his 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;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(j) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(k) he 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;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Shares;
(o) 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 D/ljm/707289.1 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(op) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(pq) he 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;
(qr) if he the Subscriber (i) is acquiring 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 as a fiduciary or agent for one or more investor accounts, he and the Company; and (iii) has sole the ability to bear the economic risks of its prospective investment discretion with respect to each such account and he has full power to make can afford the foregoing acknowledgments, representations and agreements on behalf complete loss of such accountinvestment;
(rs) he the Subscriber acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(st) the Subscriber is not aware of any advertisement of any of the 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
(tu) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.S. D/ljm/707289.1
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. 6.1 5.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Personresident in the United States;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber has received and carefully read this Agreement;
(c) he the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is resident in the jurisdiction set out a corporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;
(ie) he (i) the Subscriber is able to fend for himself aware that an investment in the Subscription; Company is speculative and involves certain risks, including the possible loss of the investment;
(iif) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(g) the Subscriber has such duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(h) the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; , and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaire;
(ji) he 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 Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he the Subscriber shall promptly notify the Company;
(j) 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;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against 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 accordance the Shares with its termsany other person;
(l) he 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;
(m) he understands the Subscriber has made an independent examination and agrees that none investigation of an investment in the Shares have been registered under and the 1933 Act, or under any state securities or "blue sky" laws Company and has depended on the advice 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 its legal and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he understands financial advisors and agrees that the Company will refuse not be responsible in anyway whatsoever for the Subscriber’s decision to register any transfer of invest in the Shares not made in accordance with and 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 ActCompany;
(qn) if he the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he 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;
(o) 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 account, and he the Subscriber has full power to make the foregoing acknowledgmentsacknowledgements, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the 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
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 5.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.S and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Fundstech Corp)
Representations, Warranties and Covenants of the Subscriber. 6.1 The Subscriber hereby represents and warrants to (on its own behalf and, if applicable, on behalf of a Disclosed Principal) represents, warrants, acknowledges and covenants with to the Company Corporation and its counsel (which representations, warranties and covenants shall survive acknowledges that they are relying thereon) both at the Closingdate hereof and at the Closing Time (as herein defined) that:
(a) he it recognizes that the purchase of the Securities involves a high degree of risk including, but not limited to, the following: (i) the Corporation has a limited operating history and requires substantial funds in addition to the proceeds of the Offering; (ii) an investment in the Corporation is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Corporation and the Securities; (iii) the Subscriber may not be able to liquidate his, her or its investment; (iv) there are restrictions on the ability of the Subscriber to sell the Securities; (v) in the event of a U.S. Persondisposition, the Subscriber could sustain the loss of its entire investment; and (vi) the Corporation has not paid any dividends since its inception and does not anticipate paying any dividends in the near future;
(b) he it acknowledges and represents that it: (i) has adequate means of providing for its current financial needs and contingencies, (ii) has knowledge and experience in business and financial matters and prior investment experience, including investments in securities without the benefit of a prospectus; (iii) recognizes the speculative nature of an investment in the Securities; (iv) is not acquiring able to bear the Shares for economic risk that it hereby assumes; and (v) could afford a complete loss of such investment in the account or benefit of, directly or indirectly, any U.S. PersonSecurities;
(c) he the Subscriber is aware that there are restrictions on the Subscriber’s ability to resell the Securities and it is the Subscriber’s responsibility to consult the Subscriber’s own advisors to find out what those restrictions are and to comply with them before selling the Securities, and confirms that no representation has been made to it by or on behalf of the Corporation with respect thereto; 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 in accordance with limited exemptions under applicable securities legislation until expiry of the applicable restricted period and compliance with the other requirements of applicable law;
(d) the Subscriber is aware that any certificates representing the Securities will bear legends (or an ownership statement issued under a book-entry system will bear legend restriction notations) in substantially the following forms:
(e) it hereby represents that it has been furnished by the Corporation during the course of the Offering with all information regarding the Corporation, the terms and conditions of the Offering and any additional information that it has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Corporation concerning the Corporation and the terms and conditions of the Offering;
(f) it has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, any prospectus, sales or advertising literature, or any other document describing the business and affairs of the Corporation which has been prepared for delivery to, and review by, a prospective purchaser in order to assist it in making an investment decision in respect of the Securities and the Subscriber’s decision to subscribe for the Securities was not based upon, and the Subscriber has not relied upon, any oral or written representations as to facts made by or on behalf of the Corporation, except as set forth herein and in the Corporation’s current public disclosure record available on the system for electronic document analysis and retrieval at xxx.xxxxx.xxx. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Subscription Agreement and the purchase of the Securities hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of the Subscriber’s consideration of an investment in the Securities and the results of Subscriber’s own independent investigation;
(g) it has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or other means of telecommunications or other form of advertisement (including electronic display such as the Internet) with respect to the distribution of the Securities;
(h) the Subscriber has no knowledge of a “material fact” or “material change” with respect to the Corporation (as those terms are defined in applicable securities laws, and which generally includes a fact or change which would reasonably be expected to have a significant effect on the market price of the Common Shares) that has not been generally disclosed to the public;
(i) unless disclosed to the Corporation, the Subscriber is not a “control person” of the Corporation (within the meaning of applicable securities laws, and which generally includes a person holding or controlling (alone or in concert with other persons) more than 20% of the Common Shares), and unless disclosed to the Corporation, the purchase of securities under the Offering will not result in the Subscriber becoming a “control person” (and, if the Subscriber is purchasing on behalf of a Disclosed Principal, the purchase of securities under the Offering will not result in the Disclosed Principal becoming a “control person”);
(j) it is purchasing the Securities as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Securities, it is resident in the jurisdiction set out under as the heading "Name and Address of “Subscriber" ’s Address” on the signature face page hereof and that address is not being used solely for the purpose of this Subscription Agreement acquiring the Securities, and the sale of the Shares to if 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) he acting for a Disclosed Principal, such Disclosed Principal is purchasing the Shares as principal for its own account, not for the benefit of any other person, for investment purposes only and not with a view to resale or distribution anddistribution, and is resident in particular, he has no intention to distribute, either directly or indirectly, any the jurisdiction set forth in the Subscription Agreement as the “Disclosed Principal’s Address” of the Shares in the United States or to U.S. Persons;
(e) he Disclosed Principal and that address is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 being used solely for the Subscriber's decision to invest in purpose of acquiring the Shares and the Company;
(h) he (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 investmentSecurities, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;either:
(i) he (i) the Subscriber is able to fend for himself an Accredited Investor and has concurrently executed and delivered a Certificate in the Subscription; (ii) has such knowledge and experience in financial and business matters form attached as Exhibit 1 to be capable of evaluating the merits and risks of his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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 has completed the appropriate Appendices; or
(ii) the Subscriber (or any Disclosed Principal) is purchasing pursuant to an exemption from prospectus and registration requirements (particulars of such acknowledgements, representations and agreements are no longer accurate or which have been breached, he enclosed herewith by the Subscriber) available to the Subscriber under applicable securities legislation of the jurisdiction of the Subscriber’s residence and shall promptly notify deliver to the CompanyCorporation such further particulars of the exemption(s) and the Subscriber’s qualifications thereunder as the Corporation or its counsel may request;
(k) he the Subscriber is aware that the Corporation is relying on exemptions from the requirements under Canadian securities laws to provide the Subscriber with a prospectus, and no prospectus has duly been filed by the Corporation with any stock exchange or regulatory authority in Canada in connection with the issuance of the Securities, and as a consequence:
(i) the Subscriber is restricted from using some of the civil remedies otherwise available under Canadian securities laws and certain protections, rights and remedies provided by securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber; and
(ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under Canadian securities laws;
(l) if the Subscriber is resident in or otherwise subject to applicable securities laws of a jurisdiction other than Canada, the Subscriber confirms, represents and warrants that:
(i) the Subscriber is knowledgeable with respect to, or has been independently advised as to, the applicable securities laws of the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) and which would apply to the acquisition of the Securities;
(ii) the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or registration requirements 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 International Jurisdiction without the need to rely on any exemptions;
(iii) the applicable securities laws of the International Jurisdiction do not require the Corporation to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities;
(iv) the purchase of the Securities by the 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 Corporation in the International Jurisdiction; and
(v) the Subscriber will, if requested by the Corporation, deliver to the Corporation a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subsections (ii), (iii) and (iv) above to the satisfaction of the Corporation acting reasonably;
(m) it acknowledges that:
(i) no stock exchange, securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(ii) there is no government or other insurance covering the Securities; and
(iii) there are risks associated with the purchase of the Securities;
(n) the Subscriber is not a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933 (the “U.S. Securities Act”) and which includes an individual resident in the United States, an estate or trust of which any executor, administrator or trustee is a U.S. person, and any corporation or partnership incorporated or organized under the laws of the United States) (a “U.S. Person”) and the Securities were not offered to the Subscriber in the United States. At the time the buy order for the Securities originated, the Subscriber was outside the United States, and this Agreement was executed and delivered by (or on behalf of) the Subscriber outside the United States;
(o) the Subscriber understands that the Securities are “restricted securities” in the United States and have not been registered under the U.S. Securities Act or any applicable state securities law and is acquiring such Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the U.S. Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the U.S. Securities Act or any applicable state securities law (this representation and warranty not limiting such Subscriber’s right to sell any Securities registered pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws);
(p) it understands that the Warrants will not be registered under the securities laws of the United States, and unless a registration statement is filed with the SEC registering the Class A Warrant Shares and Class B Warrant Shares and such registration statement is made effective, the Class A Warrant Shares and Class B Warrant Shares may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or available exemptions therefrom;
(q) it undertakes and agrees that it will not offer or sell Securities in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that it will not resell the Securities, except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules, and the Subscriber is solely responsible for compliance with such legislation, rules, and regulations;
(r) if the Subscriber is a corporation, partnership, unincorporated association or other entity, it has the legal capacity and competence to enter into and be bound by this Subscription Agreement and to perform all of its obligations hereunder, and if it constitutes is a valid body corporate, it is duly incorporated or created and binding agreement validly subsisting under the laws of the jurisdiction of its incorporation, and further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained;
(s) the performance and compliance with the terms hereof, the subscription for the 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 that, 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 (if the Subscriber is not an individual), applicable 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;
(t) if the Subscriber is an individual, it is of the full age of majority and is legally competent to execute this Subscription Agreement and take all action pursuant hereto;
(u) this Subscription Agreement and any other documents contemplated hereby, have been duly and validly authorized, executed and delivered by and constitute a legal, valid, binding and enforceable against obligation of the Subscriber in accordance with its terms;
(lv) he in the case of a subscription by it for Securities acting as agent for a Disclosed Principal, it is not an underwriter duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such Disclosed Principal and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, or dealer inand constitutes a legal, valid and binding agreement of, such Disclosed Principal and the common shares Subscriber acknowledges that the Corporation is required by law to disclose to certain principal regulatory authorities the identity of the Company, nor is Disclosed Principal for whom the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Sharesmay be acting;
(mw) he understands the Subscriber will execute, deliver, file and agrees that none otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Shares have been registered under the 1933 ActSecurities as may be required by any securities commission, stock exchange 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 lawsother regulatory authority;
(nx) he understands the entering into of this Subscription Agreement and agrees that offers and sales the transactions contemplated hereby, will not result in a violation of any of the Shares prior terms or provisions of any law applicable 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 ofSubscriber, 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) if the Subscriber is not aware of any advertisement of a natural person, any of the 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 televisionSubscriber’s constating documents, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
(t) no person has made agreement to which the Subscriber any written is a party or oral representations:
(i) that any person will resell or repurchase any of the Sharesby which it is bound;
(iiy) that any person will refund the purchase price of any none of the Shares;
(iii) as funds the Subscriber is using to purchase the future price or value Securities represent proceeds of any crime for the purposes of the Shares; or
Proceeds of Crime (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.Money Laundering)
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. 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) he it is not a U.S. Person;
(b) he it is not acquiring the Shares Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 and Agreement;
(d) 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;
(de) he it is purchasing the Shares Securities as principal for investment purposes only and not with a view to resale or distribution and, in particular, he it has no intention to distribute, distribute either directly or indirectly, indirectly any of the Shares Securities in the United States or to U.S. Persons;
(ef) he it is outside the United States when receiving and executing this Subscription AgreementAgreement and is acquiring the Securities as principal for its 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;
(fg) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gh) he the Subscriber has made an independent examination and investigation of an investment in the Shares Securities and the Company and has depended on the advice of his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's decision to invest in the Shares Securities and the Company;
(h) he (i) it 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares Securities and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he it 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, he it shall promptly notify the Company;
(k) he 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;
(l) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or 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;
(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 termsSubscriber;
(ln) he 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;
(mo) he it understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities lawsAct;
(np) he it understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Shares 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(oq) he it understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(pr) he it understands and agrees that the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(qs) it (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;
(t) if he it is acquiring the Shares Securities as a fiduciary or agent for one or more investor accounts, he it has sole investment discretion with respect to each such account and he it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(ru) he 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;
(v) it acknowledges that he it has not acquired the Shares Securities as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sw) the Subscriber is not aware of any advertisement of any of the Shares 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
(tx) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system; and
(y) the Subscriber is an ‘accredited investor’ as that term is defined in Multi-lateral instrument 45-103;
6.2 If the Subscriber is resident in British Columbia and is purchasing the Securities pursuant to section 74(2)(4) of the B.C. Act, then the Subscriber additionally represents, warrants and covenants to the Company (which representations, warranties and covenants shall survive closing) that:
(a) the Subscriber is purchasing as principal for its own account, and not for the benefit of any other person or company, a sufficient number of Securities such that the aggregate acquisition cost to the Subscriber is not less than CDN$97,000;
(b) neither the Subscriber nor any party on whose behalf the Subscriber is acting has been created, established, formed or incorporated solely, or is used primarily, to acquire Securities or to permit the purchase of the Securities without a prospectus in reliance on an exemption from the prospectus requirements of applicable securities legislation.
6.2 6.3 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 (Digital Youth Network Corp.)
Representations, Warranties and Covenants of the Subscriber. 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) a. he is not a U.S. Person;
(b) b. he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) c. he 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) d. he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) e. he is outside the United States when receiving and executing this Subscription Agreement;
(f) f. he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) g. he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) h. he (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 Shares for an indefinite period of time;
(i) i. he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) j. he 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, he shall promptly notify the Company;
(k) k. he 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;
(l) l. he 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;
(m) m. he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) n. he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) o. he 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;
(p) p. he 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) q. if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) r. he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) s. the Subscriber is not aware of any advertisement of any of the 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
(t) t. no person has made to the Subscriber any written or oral representations:
(i) i. that any person will resell or repurchase any of the Shares;
(ii) . that any person will refund the purchase price of any of the Shares;
(iii) . as to the future price or value of any of the Shares; or
(iv) . that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (Surf a Movie Solutions Inc)
Representations, Warranties and Covenants of the Subscriber. 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) he : it is not a U.S. Person;
(b) he ; it is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 and Agreement; 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;
(d) he ; it is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he it has no intention to distribute, distribute either directly or indirectly, indirectly any of the Shares in the United States or to U.S. Persons;
(e) he ; it is outside the United States when receiving and executing this Subscription Agreement;
(f) he Agreement and is acquiring the Shares as principal for its 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 Shares; the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he ; 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 his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(h) he (i) ; it 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he it 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, he it shall promptly notify the Company;
(k) he ; 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; the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or 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; 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;
(l) he Subscriber; 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 Shares;
(m) he ; it 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he Act; it 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he therefrom and in each case only in accordance with applicable state and provincial securities laws; it 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;
(p) he Act and in each case only in accordance with applicable state and provincial securities laws; it 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;
; it (qi) 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 Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; if he it is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he it has sole investment discretion with respect to each such account and he it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he ; 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; it acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) ; the Subscriber is not aware of any advertisement of any of the 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
(t) and no person has made to the Subscriber any written or oral representations:
(i) : that any person will resell or repurchase any of the Shares;
(ii) ; that any person will refund the purchase price of any of the Shares;
(iii) ; as to the future price or value of any of the Shares; or
(iv) or that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 If the Subscriber is resident in British Columbia and is purchasing the Shares pursuant to section 74(2)(4) of the B.C. Act, then the Subscriber additionally represents, warrants and covenants to the Company (which representations, warranties and covenants shall survive closing) that: the Subscriber is purchasing as principal for its own account, and not for the benefit of any other person or company, a sufficient number of Shares such that the aggregate acquisition cost to the Subscriber is not less than CDN$97,000; the Subscriber is a corporation; and neither the Subscriber nor any party on whose behalf the Subscriber is acting has been created, established, formed or incorporated solely, or is used primarily, to acquire Shares or to permit the purchase of the Shares without a prospectus in reliance on an exemption from the prospectus requirements of applicable securities legislation.
6.3 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 (Storage Alliance Inc)
Representations, Warranties and Covenants of the Subscriber. 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) he 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 not a U.S. Personcorporation, 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;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page entering into of this Subscription Agreement and the sale transactions contemplated hereby do not result in the violation of any of the Shares to terms and provisions of any law applicable to, or the constating documents of, the Subscriber as contemplated in this Subscription Agreement complies with or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriberor may be bound;
(dc) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he shall promptly notify the Company;
(k) he 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;
(ld) he the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Shares and the Company, and the Subscriber is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaires;
(e) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company;
(f) 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 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; D/BIP/795721.1
(h) the Subscriber is acquiring the Shares as principal for the Subscriber’s own account (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;
(i) 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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;
(qj) if he the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he :
(i) the Subscriber has sole investment discretion with respect to each such account and he it has full power to make the foregoing acknowledgmentsacknowledgements, 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;
(rk) he the Subscriber acknowledges that he the Subscriber has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sl) the Subscriber is not aware of any advertisement of any of the 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 advertisingShares; and
(tm) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system, except that the Company’s common shares are 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 (Medina International Corp)
Representations, Warranties and Covenants of the Subscriber. 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) he is not a U.S. Personthe Subscriber has received and carefully read this Subscription Agreement;
(b) he 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 not acquiring the Shares for the account or benefit ofa corporation, directly or indirectly, any U.S. Person;
(c) he it is resident in the jurisdiction set out duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(dc) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;
(id) he (i) the Subscriber is able to fend for himself aware that an investment in the Subscription; Company is speculative and involves certain risks, including the possible loss of the investment;
(iie) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(f) the Subscriber has such duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(g) the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; , and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaire;
(jh) he 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 Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he the Subscriber shall promptly notify the Company;
(ki) he has duly executed All information contained in the Questionnaire is complete and delivered this Subscription Agreement accurate and it constitutes a valid may be relied upon by the Company, and binding agreement the Subscriber will notify the Company immediately of any material change in any such information occurring prior to the closing of the Subscriber enforceable against purchase of the Subscriber in accordance with its termsShares;
(lj) he 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;
(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;
(ml) he understands the Subscriber has made an independent examination and agrees that none investigation of an investment in the Shares have been registered under and the 1933 Act, or under any state securities or "blue sky" laws Company and has depended on the advice 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 its legal and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he understands financial advisors and agrees that the Company will refuse not be responsible in anyway whatsoever for the Subscriber's decision to register any transfer of invest in the Shares not made in accordance with and 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 ActCompany;
(qm) if he the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he 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) 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 account, and he the Subscriber has full power to make the foregoing acknowledgmentsacknowledgements, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(so) the Subscriber is not aware of any advertisement of any of the 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
(tp) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.S and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Willow Creek Enterprises Inc.)
Representations, Warranties and Covenants of the Subscriber. 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) he it is not a U.S. Person;
(b) he it is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 and Agreement;
(d) 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;
(de) he it is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he it has no intention to distribute, distribute either directly or indirectly, indirectly any of the Shares in the United States or to U.S. Persons;
(ef) he it is outside the United States when receiving and executing this Subscription AgreementAgreement and is acquiring the Shares as principal for its 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 Shares;
(fg) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gh) he 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 his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(h) he (i) it 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he it 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, he it shall promptly notify the Company;
(k) he the Subscriber has duly executed the legal capacity and delivered 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 constitutes a valid is duly incorporated and binding agreement 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 enforceable against the Subscriber in accordance with its termsSubscriber;
(l) he is the entering into of this Subscription Agreement and the transactions contemplated hereby do 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, result in the distribution of the Shares;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he understands and agrees that offers and sales violation 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 terms and provisions of any law applicable to, or the 1933 Act or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result constating documents of, and will not himself engage in, any "directed selling efforts" (as defined in Regulation S under the 0000 Xxx) in the United States in respect Subscriber or of any of the Shares agreement, written or oral, to 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 be a party 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) by which the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Sharesmay be bound;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (Auto Photo Technologies Inc)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Personincorporated in the jurisdiction set out beside the Subscriber’s name on the cover page to this Agreement;
(b) he it has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he is resident in the jurisdiction set out duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(c) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the organizational 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) he the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
(e) the Subscriber has received and carefully read this Agreement;
(f) the Subscriber is purchasing acquiring the Shares as principal for investment purposes only and not with a view to resale to, or for, resale, distribution andor fractionalization thereof, in particular, he has no intention to distribute, either directly whole or indirectly, any of the Shares in the United States or to U.S. Personspart;
(eg) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gh) he the Subscriber has made an independent examination and investigation of an investment in the Shares and the Company and has depended relied solely on the results of such examination and investigation and on the advice of his its legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber's decision deciding to invest in acquire the Shares and the Companypursuant to this Agreement;
(hi) he the Subscriber (i) has adequate net worth and means of providing for his 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;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against (i) is able to fend for him/her/itself in connection with the Subscriber transactions contemplated by this Agreement; (ii) has such knowledge and experience in accordance with business matters as to be capable of evaluating the merits and risks of its termsprospective 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) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(nm) he understands and agrees that offers and sales of any the Subscriber is not an underwriter of, or dealer in, the common shares of the Shares prior to Company, nor is 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 SSubscriber participating, pursuant to a contractual agreement or otherwise, in the registration provisions distribution of the 1933 Act or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromShares;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sn) the Subscriber is not aware of any advertisement of any of the 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
(to) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iviii) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In 8.2 The Company and the Debtor, jointly and severally, hereby represent and warrant to and covenant with the Subscriber (which representations, warranties and covenants shall survive the Closing) that:
(a) Neither the Company nor the Debtor has disclosed to the Subscriber any material non-public information regarding the Company or its securities.
(b) The Company is, and has been for a period of at least 90 days immediately before the Closing Date, subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has (i) filed all required reports under Section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding the Closing Date (or for such shorter period that the Company was required to file such reports), other than Form 8-K reports; and (ii) submitted electronically and posted on its corporate Web site, if any, every Interactive Data File (as defined in Rule 11 of Regulation S-T) required to be submitted and posted pursuant to Rule 405 of Regulation S-T, during the 12 months preceding the Closing Date (or for such shorter period that the Company was required to submit and post such files).
(c) The Company is not, and has never been previously, an issuer described in paragraph (i)(1) of Rule 144.
(d) The Company has filed all forms, statements, schedules, reports and documents (including items incorporated by reference) required to be filed by the Company with the SEC. All such required forms, statements, schedules, reports and documents (including those that the Company may file subsequent to the date of this Subscription Agreement) are referred to herein as the “Company SEC Reports.” As of their respective dates, the term "U.S. Person" shall have Company SEC Reports (i) complied as to form in all material respects with the meaning ascribed thereto requirements of the 1933 Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in Regulation S.order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) The Company will indemnify and hold harmless the Subscriber 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 Company contained in this Agreement or in any document furnished by the Company to the Subscriber in connection herewith being untrue in any material respect or any breach or failure by the Company to comply with any covenant or agreement made by the Company to the Subscriber in connection therewith.
Appears in 1 contract
Samples: Debt Settlement and Subscription Agreement (Nexaira Wireless Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 The Subscriber hereby represents and warrants to (on its own behalf and, if applicable, on behalf of a Disclosed Principal) represents, warrants, acknowledges and covenants with to the Company Corporation and its counsel (which representations, warranties and covenants shall survive acknowledges that they are relying thereon) both at the Closingdate hereof and at the Closing Time (as herein defined) that:
(a) he it recognizes that the purchase of the Securities involves a high degree of risk including, but not limited to, the following: (i) the Corporation has a limited operating history and requires substantial funds in addition to the proceeds of the Offering; (ii) an investment in the Corporation is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Corporation and the Securities; (iii) the Subscriber may not be able to liquidate his, her or its investment; (iv) there are restrictions on the ability of the Subscriber to sell the Securities; (v) in the event of a U.S. Persondisposition, the Subscriber could sustain the loss of its entire investment; and (vi) the Corporation has not paid any dividends since its inception and does not anticipate paying any dividends in the near future;
(b) he it acknowledges and represents that it: (i) has adequate means of providing for its current financial needs and contingencies, (ii) has knowledge and experience in business and financial matters and prior investment experience, including investments in securities without the benefit of a prospectus; (iii) recognizes the speculative nature of an investment in the Securities; (iv) is not acquiring able to bear the Shares for economic risk that it hereby assumes; and (v) could afford a complete loss of such investment in the account or benefit of, directly or indirectly, any U.S. PersonSecurities;
(c) he the Subscriber is aware that there are restrictions on the Subscriber’s ability to resell the Securities and it is the Subscriber’s responsibility to consult the Subscriber’s own advisors to find out what those restrictions are and to comply with them before selling the Securities, and confirms that no representation has been made to it by or on behalf of the Corporation with respect thereto; 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 in accordance with limited exemptions under applicable securities legislation until expiry of the applicable restricted period and compliance with the other requirements of applicable law;
(d) the Subscriber is aware that any certificates representing the Securities will bear legends (or an ownership statement issued under a book-entry system will bear legend restriction notations) in substantially the following forms:
(e) it hereby represents that it has been furnished by the Corporation during the course of the Offering with all information regarding the Corporation, the terms and conditions of the Offering and any additional information that it has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Corporation concerning the Corporation and the terms and conditions of the Offering;
(f) it has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, any prospectus, sales or advertising literature, or any other document describing the business and affairs of the Corporation which has been prepared for delivery to, and review by, a prospective purchaser in order to assist it in making an investment decision in respect of the Securities and the Subscriber’s decision to subscribe for the Securities was not based upon, and the Subscriber has not relied upon, any oral or written representations as to facts made by or on behalf of the Corporation, except as set forth herein and in the Corporation’s current public disclosure record available on the system for electronic document analysis and retrieval at xxx.xxxxx.xxx and xxx.XXX.xxx. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Subscription Agreement and the purchase of the Securities hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of the Subscriber’s consideration of an investment in the Securities and the results of Subscriber’s own independent investigation;
(g) it has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or other means of telecommunications or other form of advertisement (including electronic display such as the Internet) with respect to the distribution of the Securities;
(h) the Subscriber has no knowledge of a “material fact” or “material change” with respect to the Corporation (as those terms are defined in applicable securities laws, and which generally includes a fact or change which would reasonably be expected to have a significant effect on the market price of the Common Shares) that has not been generally disclosed to the public;
(i) unless disclosed to the Corporation, the Subscriber is not a “control person” of the Corporation (within the meaning of applicable securities laws, and which generally includes a person holding or controlling (alone or in concert with other persons) more than 20% of the Common Shares), and unless disclosed to the Corporation, the purchase of securities under the Offering will not result in the Subscriber becoming a “control person” (and, if the Subscriber is purchasing on behalf of a Disclosed Principal, the purchase of securities under the Offering will not result in the Disclosed Principal becoming a “control person”);
(j) it is purchasing the Securities as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Securities, it is resident in the jurisdiction set out under as the heading "Name and Address of “Subscriber" ’s Address” on the signature face page hereof and that address is not being used solely for the purpose of this Subscription Agreement acquiring the Securities, and the sale of the Shares to if 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) he acting for a Disclosed Principal, such Disclosed Principal is purchasing the Shares as principal for its own account, not for the benefit of any other person, for investment purposes only and not with a view to resale or distribution anddistribution, and is resident in particular, he has no intention to distribute, either directly or indirectly, any the jurisdiction set forth in the Subscription Agreement as the “Disclosed Principal’s Address” of the Shares in the United States or to U.S. Persons;
(e) he Disclosed Principal and that address is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 being used solely for the Subscriber's decision to invest in purpose of acquiring the Shares and the Company;
(h) he (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 investmentSecurities, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;either:
(i) he (i) the Subscriber is able to fend for himself an Accredited Investor and has concurrently executed and delivered an Accredited Investor Questionnaire in the Subscriptionform attached as Schedule A to this Subscription Agreement; or
(ii) has the Subscriber (or any Disclosed Principal) is purchasing pursuant to an exemption from prospectus and registration requirements (particulars of which have been enclosed herewith by the Subscriber) available to the Subscriber under applicable securities legislation of the jurisdiction of the Subscriber’s residence and shall deliver to the Corporation such knowledge and experience in financial and business matters as to be capable further particulars of evaluating the merits and risks of his investment in the Shares exemption(s) and the Company; and (iii) has Subscriber’s qualifications thereunder as the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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 Corporation or have been breached, he shall promptly notify the Companyits counsel may request;
(k) he the Subscriber is aware that the Corporation is relying on exemptions from the requirements under Canadian securities laws to provide the Subscriber with a prospectus, and no prospectus has duly executed been filed by the Corporation with any stock exchange or regulatory authority in Canada in connection with the issuance of the Securities, and delivered as a consequence:
(i) the Subscriber is restricted from using some of the civil remedies otherwise available under Canadian securities laws and certain protections, rights and remedies provided by securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber; and
(ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under Canadian securities laws;
(l) if the Subscriber is resident in or otherwise subject to applicable securities laws of a jurisdiction other than Canada, the Subscriber confirms, represents and warrants that:
(i) the Subscriber is knowledgeable with respect to, or has been independently advised as to, the applicable securities laws of the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) and which would apply to the acquisition of the Securities;
(ii) the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or registration requirements 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 International Jurisdiction without the need to rely on any exemptions;
(iii) the applicable securities laws of the International Jurisdiction do not require the Corporation to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities;
(iv) the purchase of the Securities by the 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 Corporation in the International Jurisdiction; and
(v) the Subscriber will, if requested by the Corporation, deliver to the Corporation a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subsections (ii), (iii) and (iv) above to the satisfaction of the Corporation acting reasonably;
(m) it acknowledges that:
(i) no stock exchange, securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(ii) there is no government or other insurance covering the Securities; and
(iii) there are risks associated with the purchase of the Securities;
(n) the Subscriber understands that the Securities are “restricted securities” in the United States and have not been registered under the Securities Act of 1933 (the “U.S. Securities Act”) or any applicable state securities law and is acquiring such Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the U.S. Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the U.S. Securities Act or any applicable state securities law (this representation and warranty not limiting such Subscriber’s right to sell any Securities registered pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws);
(o) it understands that the Warrants will not be registered under the securities laws of the United States, and unless a registration statement is filed with the SEC registering the Class A Warrant Shares and Class B Warrant Shares and such registration statement is made effective, the Class A Warrant Shares and Class B Warrant Shares may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or available exemptions therefrom;
(p) it undertakes and agrees that it will not offer or sell Securities in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that it will not resell the Securities, except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules, and the Subscriber is solely responsible for compliance with such legislation, rules, and regulations;
(q) if the Subscriber is a corporation, partnership, unincorporated association or other entity, it has the legal capacity and competence to enter into and be bound by this Subscription Agreement and to perform all of its obligations hereunder, and if it constitutes is a valid body corporate, it is duly incorporated or created and binding agreement validly subsisting under the laws of the jurisdiction of its incorporation, and further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained;
(r) the performance and compliance with the terms hereof, the subscription for the 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 that, 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 (if the Subscriber is not an individual), applicable 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;
(s) if the Subscriber is an individual, it is of the full age of majority and is legally competent to execute this Subscription Agreement and take all action pursuant hereto;
(t) this Subscription Agreement and any other documents contemplated hereby, have been duly and validly authorized, executed and delivered by and constitute a legal, valid, binding and enforceable against obligation of the Subscriber in accordance with its terms;
(lu) he in the case of a subscription by it for Securities acting as agent for a Disclosed Principal, it is not an underwriter duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such Disclosed Principal and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, or dealer inand constitutes a legal, valid and binding agreement of, such Disclosed Principal and the common shares Subscriber acknowledges that the Corporation is required by law to disclose to certain principal regulatory authorities the identity of the Company, nor is Disclosed Principal for whom the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Sharesmay be acting;
(mv) he understands the Subscriber will execute, deliver, file and agrees that none otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Shares have been registered under the 1933 ActSecurities as may be required by any securities commission, stock exchange 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 lawsother regulatory authority;
(nw) he understands the entering into of this Subscription Agreement and agrees that offers and sales the transactions contemplated hereby, will not result in a violation of any of the Shares prior terms or provisions of any law applicable 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 ofSubscriber, 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) if the Subscriber is not aware of any advertisement of a natural person, any of the 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 televisionSubscriber’s constating documents, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
(t) no person has made agreement to which the Subscriber any written is a party or oral representations:
(i) that any person will resell or repurchase any of the Sharesby which it is bound;
(iix) that any person will refund the purchase price of any none of the Shares;
(iii) as funds the Subscriber is using to purchase the future price or value Securities represent proceeds of any crime for the purposes of the Shares; or
Proceeds of Crime (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.Money Laundering)
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. 6.1 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) he 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, (iii) is not a U.S. Personable to bear the economic risks of an investment in the Securities for an indefinite period of time, and (iv) can afford the complete loss of such investment;
(b) he if applicable, all information contained in the Questionnaires is not acquiring complete and accurate and may be relied upon by the Shares for Company, and the account or benefit of, directly or indirectly, Subscriber will notify the Company immediately of any U.S. Personmaterial change in any such information occurring prior to the closing of the purchase of the Units;
(c) he 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) he is purchasing the Shares as principal Units for its own account for investment purposes only and not with for the account of any other person and not for distribution, assignment or resale to others, and no other person has a view to resale direct or distribution andindirect beneficial interest is such Securities, in particular, he and the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares not subdivided his interest in the United States or Securities with any other person;
(d) the Subscriber (i) is able to U.S. Personsfend 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;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(f) the Subscriber has received and carefully read this Subscription Agreement;
(g) he the Subscriber has made an independent examination and investigation of an investment in the Shares Securities and the Company and has depended on the advice of his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's ’s decision to invest in the Shares Securities and the Company;
(h) he (i) the Subscriber 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares Securities and the Company; Company and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaires;
(ji) he 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 Questionnaires and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he it shall promptly notify the Company;
(j) 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;
(k) he the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(l) 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;
(lm) he the Subscriber is not an underwriter of, or dealer in, the common shares of the CompanyShares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(m) he 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 and in each case only in accordance with applicable state and provincial securities lawsSecurities;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the Shares 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;
(to) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the Shares;Securities; or
(iii) as to the future price or value of any of the Shares; orSecurities;
(p) if the Subscriber is resident outside of United States:
(i) the Subscriber is not a U.S. Person (as defined in Regulation S), is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Units as principal for its own account, as applicable, 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;
(ii) None of the Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined below);
(iii) the statutory and regulatory basis for the exemption claimed for the offer and issuance of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act;
(iv) that the Subscriber is acquiring the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, the undersigned has no intention to distribute, either directly or indirectly, any of the Shares will be listed in the United States or to U.S. Persons;
(v) the undersigned understands and posted for trading on any stock exchange or automated dealer quotation system or agrees that application has been made to list offers and post sales of any of the Securities prior to the expiration of a period of six months after the date of original issuance of the Shares (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 U.S. 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 U.S. Securities Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(vi) the undersigned acknowledges that 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 U.S. Securities Act) 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 undersigned may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the U.S. Securities Act of 1933 and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(vii) the Subscriber agrees that the Securities will bear a legend, in addition to any other legend required by this agreement, in substantially the following form: NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT OR ANY U.S. STATE SECURITIES LAWS AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
(viii) 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 Securities,
(ix) the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(x) the applicable 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 offer, issue, sale or resale of any of the Securities,
(xi) 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 on any stock exchange in the International Jurisdiction, and
(xii) the Subscriber will, if requested by the Company, deliver to the Company a certificate or automated dealer quotation systemopinion 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.
6.2 7.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.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 (Respect Your Universe, Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Personincorporated in the jurisdiction set out beside the Subscriber’s name on the cover page to this Agreement;
(b) he it has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he is resident in the jurisdiction set out duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(c) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the organizational 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) he the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
(e) the Subscriber has received and carefully read this Agreement;
(f) the Subscriber is purchasing acquiring the Shares and the New Note as principal for investment purposes only and not with a view to resale to, or for, resale, distribution andor fractionalization thereof, in particular, he has no intention to distribute, either directly whole or indirectly, any of the Shares in the United States or to U.S. Personspart;
(eg) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gh) he the Subscriber has made an independent examination and investigation of an investment in the Shares and the Company and has depended relied solely on the results of such examination and investigation and on the advice of his its legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber's decision deciding to invest in acquire the Shares and the CompanyNew Note pursuant to this Agreement;
(hi) he the Subscriber (i) has adequate net worth and means of providing for his 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 and the New Note for an indefinite period of time;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against (i) is able to fend for him/her/itself in connection with the Subscriber transactions contemplated by this Agreement; (ii) has such knowledge and experience in accordance with business matters as to be capable of evaluating the merits and risks of its termsprospective investment in the Shares and the New Note; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(nm) he understands and agrees that offers and sales of any the Subscriber is not an underwriter of, or dealer in, the common shares of the Shares prior to Company, nor is 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 SSubscriber participating, pursuant to a contractual agreement or otherwise, in the registration provisions distribution of the 1933 Act or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromShares;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sn) the Subscriber is not aware of any advertisement of any of the 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
(to) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesShares or the New Note;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the SharesShares or the New Note; or
(iviii) that any of the Shares or the New Note will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of or the Company New Note on any stock exchange or automated dealer quotation system.
6.2 In 8.2 The Company hereby represents and warrants to and covenants with the Subscriber (which representations, warranties and covenants shall survive the Closing) that:
(a) The Company has not disclosed to the Subscriber any material non-public information regarding the Company or its securities.
(b) The Company is, and has been for a period of at least 90 days immediately before the Closing Date, subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has (i) filed all required reports under Section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding the Closing Date (or for such shorter period that the Company was required to file such reports), other than Form 8-K reports; and (ii) submitted electronically and posted on its corporate Web site, if any, every Interactive Data File (as defined in Rule 11 of Regulation S-T) required to be submitted and posted pursuant to Rule 405 of Regulation S-T, during the 12 months preceding the Closing Date (or for such shorter period that the Company was required to submit and post such files).
(c) The Company is not, and has never been previously, an issuer described in paragraph (i)(1) of Rule 144.
(d) The Company has filed all forms, statements, schedules, reports and documents (including items incorporated by reference) required to be filed by the Company with the SEC. All such required forms, statements, schedules, reports and documents (including those that the Company may file subsequent to the date of this Subscription Agreement) are referred to herein as the “Company SEC Reports.” As of their respective dates, the term "U.S. Person" shall have Company SEC Reports (i) complied as to form in all material respects with the meaning ascribed thereto requirements of the 1933 Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in Regulation S.order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) The Company will indemnify and hold harmless the Subscriber 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 Company contained in this Agreement or in any document furnished by the Company to the Subscriber in connection herewith being untrue in any material respect or any breach or failure by the Company to comply with any covenant or agreement made by the Company to the Subscriber in connection therewith.
Appears in 1 contract
Samples: Debt Settlement and Subscription Agreement (Nexaira Wireless Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Person;
(b) he the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 and the sale issuance 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) he the Subscriber is purchasing acquiring the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(f) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he 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 his its legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber's ’s decision to invest in the Shares and the Company;
(h) he the Subscriber (i) has adequate net worth and means of providing for his 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;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(j) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(k) he 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;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Shares;
(o) 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(op) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(pq) he 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;
(qr) if he the Subscriber (i) is acquiring 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 as a fiduciary or agent for one or more investor accounts, he and the Company; and (iii) has sole the ability to bear the economic risks of its prospective investment discretion with respect to each such account and he has full power to make can afford the foregoing acknowledgments, representations and agreements on behalf complete loss of such accountinvestment;
(rs) he the Subscriber acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(st) the Subscriber is not aware of any advertisement of any of the 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
(tu) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 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 (Voice Mobility International Inc)
Representations, Warranties and Covenants of the Subscriber. 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) he 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 not a U.S. Personcorporation, 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;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page entering into of this Subscription Agreement and the sale transactions contemplated hereby do not result in the violation of any of the Shares to terms and provisions of any law applicable to, or the organizational documents of, the Subscriber as contemplated in 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;
(c) the Subscriber has duly executed and delivered this Subscription Agreement complies with or is exempt from the applicable securities legislation Agreement, and it constitutes a valid and binding agreement of the jurisdiction of residence of Subscriber enforceable against the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares Securities and the Company; , and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaire;
(je) he understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements all information contained in this Subscription Agreement the Questionnaire is complete and agrees that if any of such acknowledgements, representations accurate and agreements are no longer accurate or have been breached, he shall promptly notify may be relied upon by the Company;
(kf) he has duly executed the Subscriber is resident in the jurisdiction set out under the heading “Name and delivered Address of Subscriber” on the signature page of this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its termsAgreement;
(lg) he subject to an effective registration statement, the Subscriber is acquiring the Securities as principal for the Subscriber’s own account (except for the circumstances outlined in Section 6.1(j)), 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;
(h) the Subscriber is not an underwriter of, or dealer in, the shares of common shares stock of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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;
(qi) if he the Subscriber is acquiring the Shares Securities as a fiduciary or agent for one or more investor accounts, he :
(i) the Subscriber has sole investment discretion with respect to each such account and he it has full power to make the foregoing acknowledgmentsacknowledgements, 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;
(rj) he acknowledges that he the Subscriber has not acquired the Shares Securities as a result of, and will not himself 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 which Securities that would include any activities undertaken for the purpose ofpurpose, or that could reasonably be expected to have the effect ofeffect, 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sk) the Subscriber is not aware of any advertisement of any of the 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 advertisingSecurities; and
(tl) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the Shares;Securities; or
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemSecurities.
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 (Novastar Resources Ltd.)
Representations, Warranties and Covenants of the Subscriber. 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) he 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 not a U.S. Personcorporation, 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;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page entering into of this Subscription Agreement and the sale transactions contemplated hereby do not result in the violation of any of the Shares to terms and provisions of any law applicable to, or the constating documents of, the Subscriber as contemplated in this Subscription Agreement complies with or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriberor may be bound;
(dc) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he shall promptly notify the Company;
(k) he 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;
(ld) he 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, and the Subscriber is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(e) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company;
(f) 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 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;
(h) the Subscriber is acquiring the Units as principal for the Subscriber’s own account (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 Units;
(i) 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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;
(qj) if he the Subscriber is acquiring the Shares Units as a fiduciary or agent for one or more investor accounts, he :
(i) the Subscriber has sole investment discretion with respect to each such account and he it has full power to make the foregoing acknowledgmentsacknowledgements, 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;
(rk) he the Subscriber acknowledges that he the Subscriber has not acquired the Shares Units as a result of, and will not himself 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 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 any of the SharesUnits; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Units pursuant to registration of any of the Shares Units pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (Puppy Zone Enterprises, Inc)
Representations, Warranties and Covenants of the Subscriber. 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) he the Subscriber is not a U.S. Person;
(b) he Person and the Subscriber is not acquiring the Shares Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(cb) 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;
(c) it has the legal capacity and competence to enter into and execute this Agreement and the sale of the Shares to take all actions required pursuant hereto and, if the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from a corporate entity, it is duly incorporated and validly subsisting under the applicable securities legislation laws of the its jurisdiction of residence incorporation and all necessary approvals have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber;
(d) he the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if the Subscriber is purchasing a corporate entity, the Shares 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;
(e) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(f) the Subscriber has received and carefully read this Agreement;
(g) the Subscriber is acquiring the Securities as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Personsdistribution;
(eh) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gi) he the Subscriber has made an independent examination and investigation of an investment in the Shares Securities and the Company and has depended on the advice of his 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 Companyadvisors;
(hj) he the Subscriber (i) has adequate net worth and means of providing for his 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 Securities for an indefinite period of time;
(ik) he the Subscriber (i) is able to fend for himself in the Subscriptionitself; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his its prospective investment in the Shares and the CompanySecurities; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(jl) he understands the Subscriber is outside the United States when receiving and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in executing this Subscription Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he shall promptly notify the CompanyAgreement;
(km) he 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;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities lawsSecurities;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the Shares 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;
(to) 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;
(p) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system; and
(q) the Subscriber has provided to the Company, along with an executed copy of this Agreement:, and 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.S promulgated under the 1933 Act and for the purpose of the Agreement includes any person in the United States.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. 6.1 5.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Person;
(b) he by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an "Accredited Investor", as that term is defined in National Instrument 45-106 adopted by the British Columbia Securities Commission;
(c) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(cd) 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 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;
(de) he the Subscriber is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(ef) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(fg) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gh) he 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 his 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;
(hi) he the Subscriber (i) has adequate net worth and means of providing for his 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;
time and can afford the complete loss of such investment and (i) he (i) is able to fend for himself in the Subscription; (iiiv) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his its investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(k) he the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(l) 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;
(lm) he 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;
(mn) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(no) he 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 Shares;
(p) 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(oq) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(pr) he 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;
(qs) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he Subscriber acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 Xxxxxx 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(st) the Subscriber is not aware of any advertisement of any of the 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
(tu) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 5.2 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 (Spring Creek Capital Corp.)
Representations, Warranties and Covenants of the Subscriber. 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) he : it is not a U.S. Person;
(b) he ; it is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 and Agreement; 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;
(d) he ; it is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he it has no intention to distribute, distribute either directly or indirectly, indirectly any of the Shares in the United States or to U.S. Persons;
(e) he ; it is outside the United States when receiving and executing this Subscription Agreement;
(f) he Agreement and is acquiring the Shares as principal for its 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 Shares; the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he ; 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 his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(h) he (i) ; it 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he it 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, he it shall promptly notify the Company;
(k) he ; 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; the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or 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; 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;
(l) he Subscriber; 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 Shares;
(m) he ; it 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he Act; it 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he therefrom and in each case only in accordance with applicable state and provincial securities laws; it 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;
(p) he Act and in each case only in accordance with applicable state and provincial securities laws; it 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;
; it (qi) 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 Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; if he it is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he it has sole investment discretion with respect to each such account and he it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he ; 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; it acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) ; the Subscriber is not aware of any advertisement of any of the 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
(t) and no person has made to the Subscriber any written or oral representations:
(i) : that any person will resell or repurchase any of the Shares;
(ii) ; that any person will refund the purchase price of any of the Shares;
(iii) ; as to the future price or value of any of the Shares; or
(iv) or that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 . If the Subscriber is resident in British Columbia and is purchasing the Shares pursuant to section 74(2)(4) of the B.C. Act, then the Subscriber additionally represents, warrants and covenants to the Company (which representations, warranties and covenants shall survive closing) that: the Subscriber is purchasing as principal for its own account, and not for the benefit of any other person or company, a sufficient number of Shares such that the aggregate acquisition cost to the Subscriber is not less than CDN$97,000; the Subscriber is a corporation; and neither the Subscriber nor any party on whose behalf the Subscriber is acting has been created, established, formed or incorporated solely, or is used primarily, to acquire Shares or to permit the purchase of the Shares without a prospectus in reliance on an exemption from the prospectus requirements of applicable securities legislation. 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 (Storage Alliance Inc)
Representations, Warranties and Covenants of the Subscriber. 6.1 (1) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he is not a U.S. Person;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of his her 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;
(h) he (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 Shares for an indefinite period of time;
(i) he (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 his her investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he shall promptly notify the Company;
(k) he 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;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:
(iiv) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (Algae Resource Holdings Inc.)
Representations, Warranties and Covenants of the Subscriber. 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) he 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, (iii) is not a U.S. Personable to bear the economic risks of an investment in the Shares for an indefinite period of time, and (iv) can afford the complete loss of such investment;
(b) he if applicable, all information contained in the Questionnaire is not acquiring complete and accurate and may be relied upon by the Shares for Company, and the account or benefit of, directly or indirectly, Subscriber will notify the Company immediately of any U.S. Personmaterial change in any such information occurring prior to the closing of the purchase of the Shares;
(c) he 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) he is purchasing the Shares as principal for its own account for investment purposes only and not with for the account of any other person and not for distribution, assignment or resale to others, and no other person has a view to resale direct or distribution andindirect beneficial interest is such Shares, and the Subscriber has not subdivided his interest in particular, he has no intention to distribute, either directly or indirectly, any of the Shares with any other person;
(d) the Subscriber (i) is able to fend for itself in the United States or Subscription; (ii) has such knowledge and experience in business matters as to U.S. Personsbe 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;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(f) the Subscriber has received and carefully read this Subscription Agreement;
(g) he 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 his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's ’s decision to invest in the Shares and the Company;
(h) he (i) the Subscriber 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; Company and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaire;
(ji) he 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, he it shall promptly notify the Company;
(j) 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;
(k) he the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(l) 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;
(lm) he 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;
(mn) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the 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;
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system;
(r) the Subscriber is not a U.S. Person;
(s) 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 purchase 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,
(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;
(t) the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(u) the Subscriber understands and 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 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; and
(w) the Subscriber acknowledges that 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein.
6.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.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 (Nexaira Wireless Inc.)
Representations, Warranties and Covenants of the Subscriber. 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) he the Subscriber is not a U.S. Personresident in the United States;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber has received and carefully read this Subscription Agreement;
(c) he 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 resident in the jurisdiction set out a corporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;
(ie) he (i) the Subscriber is able to fend for himself aware that an investment in the Subscription; Company is speculative and involves certain risks, including the possible loss of the investment, and the Subscriber has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s reports filed with the SEC;
(iif) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(g) the Subscriber has such duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(h) the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; , and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaire;
(ji) he 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 Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he the Subscriber shall promptly notify the Company;
(k) he 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;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (Internetstudios Com Inc)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Person;
(b) he the Subscriber is not acquiring the Shares Units for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 and 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;
(d) he the Subscriber is purchasing the Shares Units as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares Securities in the United States or to U.S. Persons;
(e) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(f) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he the Subscriber has made an independent examination and investigation of an investment in the Shares Securities and the Company and has depended on the advice of his 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 Securities and the Company;
(h) he the Subscriber (iI) has adequate net worth and means of providing for his 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 Securities for an indefinite period of time;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(j) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(k) he 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;
(l) he 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;
(m) he the Subscriber understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Units;
(o) the Subscriber understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Shares 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(op) he the Subscriber understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(pq) he the Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(qr) if he the Subscriber (I) is acquiring able to fend for itself in the Shares subscription; (ii) has such knowledge and experience in financial and business matters as a fiduciary or agent for one or more investor accounts, he to be capable of evaluating the merits and risks of its investment in the Securities and the Company; and (iii) has sole the ability to bear the economic risks of its prospective investment discretion with respect to each such account and he has full power to make can afford the foregoing acknowledgments, representations and agreements on behalf complete loss of such accountinvestment;
(rs) he the Subscriber acknowledges that he it has not acquired the Shares Units as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(st) the Subscriber is not aware of any advertisement of any of the Shares 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
(tu) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 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 (Digital Youth Network Corp.)
Representations, Warranties and Covenants of the Subscriber. 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) : he is not a U.S. Person;
(b) ; he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) ; he 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) ; he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) ; he is outside the United States when receiving and executing this Subscription Agreement;
(f) ; he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) ; he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) ; he (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 Shares for an indefinite period of time;
(i) ; he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) ; he 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, he shall promptly notify the Company;
(k) ; he 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;
(l) ; he 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;
(m) ; he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) ; he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) ; he 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;
(p) ; he 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) ; if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) ; he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) ; the Subscriber is not aware of any advertisement of any of the 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
(t) and no person has made to the Subscriber any written or oral representations:
(i) : that any person will resell or repurchase any of the Shares;
(ii) ; that any person will refund the purchase price of any of the Shares;
(iii) ; as to the future price or value of any of the Shares; or
(iv) or that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (Thrifty Printing Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ab) he the Subscriber is not a U.S. Person;
(bc) he the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(cd) 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 and the sale issuance 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;
(de) he the Subscriber is purchasing acquiring the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(ef) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(fg) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gh) he 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 his 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;
(hi) he the Subscriber (i) has adequate net worth and means of providing for his 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;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(k) he the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(l) 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;
(lm) he 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;
(mn) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(no) he the Subscriber understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year six months 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(op) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(pq) he 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;
(qr) if he is acquiring the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such accountCompany;
(rs) he the Subscriber acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(st) the Subscriber is not aware of any advertisement of any of the 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
(tu) no person has made to the Subscriber any written or oral representations:,
(i) that any person will resell or repurchase any of the Shares;,
(ii) that any person will refund the purchase price of any of the Shares;,
(iii) as to the future price or value of any of the Shares; , or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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: Debt Settlement and Subscription Agreement (Force Energy Corp.)
Representations, Warranties and Covenants of the Subscriber. 6.1 9.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, representations and warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Personresident in the United States;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber has received and carefully read this Agreement;
(c) he the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is resident in the jurisdiction set out a corporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his 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 Series C Shares for an indefinite period of time, and can afford the complete loss of such investment;
(ie) he (i) the Subscriber is able to fend for himself aware that an investment in the Subscription; Company is speculative and involves certain risks, including the possible loss of the investment;
(iif) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(g) the Subscriber has such duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(h) the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Series C Shares and the Company; , and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in this Agreement;
(ji) he 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 Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he the Subscriber shall promptly notify the Company;
(j) all information contained in this Agreement 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 issuing of the Series C Shares ;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against is receiving the Series C 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 Series C Shares, and the Subscriber has not subdivided his interest in accordance the Series C Shares with its termsany other person;
(l) he 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 SharesSeries C Shares ;
(m) he the Subscriber has made an independent examination and investigation of an investment in the Series C 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 Series C Shares and the Company;
(n) if the Subscriber is receiving the Series C Shares 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;
(o) if the Subscriber is receiving the Series C 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 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 Series C Shares and is not receiving the Series C 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
(q) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Series C Shares ;
(ii) that any person will refund the purchase price of any of the Series C Shares ;
(iii) as to the future price or value of any of the Series C Shares; or
(iv) that any of the Series C 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 Series C Shares of the Company on any stock exchange or automated dealer quotation system.
9.2 The Subscriber hereby covenants with the Company (which covenants shall survive the Closing) that:
(a) the Subscriber understands and agrees that none not to engage in any hedging transactions involving any of the Series C Shares have been registered under unless such transactions are in compliance with the provisions of the 1933 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(b) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 under defending against any state securities claim, lawsuit, administrative proceeding or "blue sky" laws investigation whether commenced or threatened) arising out of or based upon any state representation or warranty of the United States, 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; and, unless so registered, may
(c) the Subscriber will not be offered offer or sold sell any of the Series C Shares 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;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 9.3 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Samples: Debt Settlement and Subscription Agreement (Lithium Exploration Group, Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ab) he the Subscriber is not a U.S. Person;
(bc) he the Subscriber is a director, officer, employee or control person of the Company;
(d) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(ce) he the Subscriber is resident in the jurisdiction set out 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;
(df) he the Subscriber is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(eg) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;,
(fh) he the Subscriber is aware that an all investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gi) he the Subscriber has made an all independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of his 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;
(hj) he the Subscriber (i) has adequate net worth and means of providing for his 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 Investment in the Shares for an indefinite period of time;
(ik) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(kl) he the Subscriber has the legal capacity and competence to enter into and execute this 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;
(ln) he 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;
(mo) he the Subscriber understands and agrees that none of the Shares have been registered under the 1933 Act, 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) 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 Shares;
(nq) he 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 Restricted Distribution Compliance Period shall be made only in fit compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(or) he the Subscriber understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in In compliance with the provisions of the 1933 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(ps) he 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 tinder the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(qt) if he the Subscriber (i) is acquiring 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 as a fiduciary or agent for one or more investor accounts, he and the Company; and (iii) has sole the ability-to bear the economic risks of its prospective investment discretion with respect to each such account and he has full power to make can afford the foregoing acknowledgments, representations and agreements on behalf complete loss of such accountinvestment;
(ru) he the Subscriber acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 securities laws or under an all exemption from such registration requirements and as otherwise provided herein;
(sv) the Subscriber is not aware of any advertisement of any of the 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
(tw) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 (x) 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 (Asia Broadband Inc)
Representations, Warranties and Covenants of the Subscriber. 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) he 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; (iii) is not a U.S. Personable to bear the economic risks of an investment in the Securities for an indefinite period of time; and (iv) can afford the complete loss of such investment;
(b) he if applicable, all information contained in the Questionnaires is not acquiring complete and accurate and may be relied upon by the Shares for Company, and the account or benefit of, directly or indirectly, Subscriber will notify the Company immediately of any U.S. Personmaterial change in any such information occurring prior to the Closing;
(c) he 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) he is purchasing the Shares as principal Units for its own account for investment purposes only and not with for the account of any other person and not for distribution, assignment or resale to others, and no other person has a view to resale direct or distribution andindirect beneficial interest is such Securities, in particular, he and the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares not subdivided his interest in the United States or Securities with any other person;
(d) the Subscriber (i) is able to U.S. Personsfend 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;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(f) the Subscriber has received and carefully read this Subscription Agreement;
(g) he the Subscriber has made an independent examination and investigation of an investment in the Shares Securities and the Company and has depended on the advice of his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's ’s decision to invest in the Shares Securities and the Company;
(h) he (i) the Subscriber 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares Securities and the Company; Company and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaires;
(ji) he 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 Questionnaires and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he it shall promptly notify the Company;
(j) 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;
(k) he the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(l) 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;
(lm) he the Subscriber is not an underwriter of, or dealer in, the common shares of the CompanyShares, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(m) he 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 and in each case only in accordance with applicable state and provincial securities lawsSecurities;
(n) he understands and agrees that offers and sales of the Subscriber will not exercise any stock options or warrants (directly or indirectly) if such exercise would result in the Subscriber beneficially owning 20% or more 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, then issued and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromoutstanding Shares;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the Shares 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;
(tp) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the Shares;Securities; or
(iii) as to the future price or value of any of the Shares; orSecurities;
(q) if the Subscriber is resident outside of United States:
(i) the Subscriber is not a U.S. Person (as defined in Regulation S), is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Units as principal for its own account, as applicable, 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;
(ii) None of the Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined below);
(iii) the statutory and regulatory basis for the exemption claimed for the offer and issuance of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act;
(iv) that the Subscriber is acquiring the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, the undersigned has no intention to distribute, either directly or indirectly, any of the Shares will be listed in the United States or to U.S. Persons;
(v) the undersigned understands and posted for trading on any stock exchange or automated dealer quotation system or agrees that application has been made to list offers and post sales of any of the Securities prior to the expiration of a period of six months after the date of original issuance of the Shares (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 U.S. 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 U.S. Securities Act or an exemption therefrom and in each case only in accordance with applicable state securities laws;
(vi) the undersigned acknowledges that 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 U.S. Securities Act) 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 undersigned may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the U.S. Securities Act of 1933 and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(vii) the Subscriber agrees that the Securities will bear a legend, in addition to any other legend required by this agreement, in substantially the following form: NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT OR ANY U.S. STATE SECURITIES LAWS AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
(viii) 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 Securities,
(ix) the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(x) the applicable 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 offer, issue, sale or resale of any of the Securities,
(xi) 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 on any stock exchange in the International Jurisdiction, and
(xii) the Subscriber will, if requested by the Company, deliver to the Company a certificate or automated dealer quotation systemopinion 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.
6.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.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 (Respect Your Universe, Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Person;
(b) he the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 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) he the Subscriber is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(f) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he 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 his 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;
(h) he the Subscriber (iI) has adequate net worth and means of providing for his 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;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(j) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(k) he 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;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Shares;
(o) 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(op) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(pq) he 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;
(qr) if he the Subscriber (I) is acquiring 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 as a fiduciary or agent for one or more investor accounts, he and the Company; and (iii) has sole the ability to bear the economic risks of its prospective investment discretion with respect to each such account and he has full power to make can afford the foregoing acknowledgments, representations and agreements on behalf complete loss of such accountinvestment;
(rs) he the Subscriber acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(st) the Subscriber is not aware of any advertisement of any of the 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
(tu) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 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 (Digital Youth Network Corp.)
Representations, Warranties and Covenants of the Subscriber. 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) he is not a U.S. Person;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he shall promptly notify the Company;
(kl) he 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;
(lm) he 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;
(mn) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(no) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(op) he 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;
(pq) he 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;
(qr) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(rs) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(st) the Subscriber is not aware of any advertisement of any of the 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
(tu) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (Medical Exchange Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 The In order to induce the Company to accept this subscription, the Subscriber hereby represents and warrants to to, and covenants with with, the Company (which representations, warranties and covenants shall survive the Closing) thatas follows:
(a) he is not a U.S. Person;The Subscriber has been given access to full and complete information regarding the Company and has utilized such access to the Subscriber's satisfaction for the purpose of obtaining such information regarding the Company as the Subscriber has reasonably requested; and, particularly, the Subscriber has been given reasonable opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and to obtain any additional information, to the extent reasonably available.
(b) he is not acquiring The Subscriber acknowledges and agrees that, except as set forth herein, no representations or warranties have been made to the Shares for Subscriber by the account or benefit of, directly or indirectlyCompany, any U.S. Person;selling agent of the Company, or any agent, employee, or affiliate of the Company or such selling agent.
(c) he 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 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware believes that an investment in the Company Securities is speculative and involves certain risks, including suitable for the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Subscriber based upon the Subscriber's decision to invest in the Shares investment objectives and the Company;
(h) he financial needs. The Subscriber: (i) has adequate net worth and means of for providing for his the Subscriber's current financial needs and possible personal contingencies, ; (ii) has no need for liquidity in this investment, and ; (iii) at the present time, can afford a complete loss of such investment; and (iv) does not have an overall commitment to investments which are not readily marketable that is able disproportionate to bear the economic risks of an Subscriber's net worth, and the Subscriber's investment in the Shares for an indefinite period of time;Securities will not cause such overall commitment to become excessive.
(id) he (i) is able The Subscriber, in reaching a decision to fend for himself in the Subscription; (ii) subscribe, has such knowledge and experience in financial and business matters as to be that the Subscriber is capable of reading and interpreting financial statements, evaluating the merits and risks risk of his an investment in the Shares Securities and has the net worth to undertake such risks.
(e) The Subscriber has not used any broker or finder in connection with the transaction contemplated hereby, and the Company; and (iii) has Subscriber shall have no liability as a result of or in connection with any brokerage or finder's fee or other commission of any person or entity retained by the ability to bear Subscriber in connection with the economic risks of his prospective investment and can afford the complete loss of such investment;transactions contemplated by this subscription.
(jf) he understands The Subscriber was not offered or sold the Securities, directly or indirectly, by means of any form of general advertising or general solicitation, including, but not limited to, the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar medium of or broadcast over television or radio; or (ii) any seminar or meeting whose attendees had been invited by any general solicitation or general advertising.
(g) The Subscriber does not desire to utilize the services of any other person, or has obtained, to the extent the Subscriber deems necessary, the Subscriber's own personal professional advice, in connection with evaluating the risks inherent in the investment in the Securities and agrees that the Company and others will rely upon suitability of an investment in the truth and accuracy Securities in light of the acknowledgements, representations Subscriber's financial condition and agreements investment needs.
(h) The information contained in this Subscription Agreement and agrees Letter of Investment Intent is true, complete and correct as of the date hereof; the Subscriber understands that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he shall promptly notify the Company;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of 's determination that the Subscriber enforceable against the Subscriber in accordance with its terms;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 from the registration provisions of the 1933 Securities Act of 1933, as amended (the "Act"), which is based upon non-public offerings and applicable to the offer and sale of the Securities, is based, in part, upon the representations, warranties, and agreements made by the Subscriber herein; and subject to paragraph 5 of this Subscription Agreement and Letter of Investment Intent, the Subscriber consents to the disclosure of any such information, and any other information furnished to the Company, to any governmental authority, self-regulatory organization, or, to the extent required by law, to any other person.
(i) The Subscriber realizes that: (i) the purchase of the Securities is a long-term investment; (ii) the Subscriber must bear the economic risk of investment for an indefinite period of time because the Securities have not been registered under the Act or under the securities laws of any state and, therefore, the Securities cannot be resold unless they are subsequently registered under said laws, or exemptions from such registrations are available; (iii) there is presently no public market for the Securities and the Subscriber may be unable to liquidate the Subscriber's investment in the event of an exemption therefromemergency, or pledge the Securities as collateral for a loan; and (iv) the transferability of the Securities is restricted and (A) requires conformity with the restrictions contained in paragraph 8 below and (B) legends will be placed on the certificate(s) representing the Securities referring to the applicable restrictions on transferability.
(j) The Subscriber certifies, under penalties of perjury, that the Subscriber is NOT subject to the backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as amended (the "Code").
(k) The Subscriber has been advised and understands that: (i) the Securities have not been registered under the Act or applicable state securities laws and that the Securities are being offered and sold pursuant to exemptions from such laws; (ii) the offering may not have been filed with or reviewed by certain state securities administrators because of the limited nature of the offering; and (iii) if at any time on or after the date hereof, and for a period of six (6) months thereafter, the Company proposes to file a registration statement under the Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or any of its security holders for their account, other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an offering of debt that is convertible into equity securities of the Company or (iiii) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the Subscriber as soon as practicable, but in no event less than 10 days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Subscriber in such notice the opportunity to register the sale of such number of shares of Common Stock as the Subscriber may request in writing within five days following receipt of such notice (a "Piggy-Back Registration"). The Company shall cause such Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Securities in accordance with the intended method(s) of distribution thereof. If the Subscriber distributes its Securities through a Piggy-Back Registration that involves an underwriter or underwriters, it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.
(l) The Securities are being purchased for the Subscriber's own account and for investment purposes only, and without the intention of reselling or redistributing the same. The Subscriber has made no agreement with others regarding any of the Securities. The Subscriber is aware that, in the view of the Securities and Exchange Commission, a purchase of such Securities with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market value, or any change in the condition of the Company, or in connection with a contemplated liquidation settlement of any loan obtained for the acquisition of such Securities and for which such Securities were pledged, would represent an intent inconsistent with the representations set forth above. The Subscriber further represents and agrees that if, contrary to the foregoing intentions, the Subscriber should later desire to dispose of or transfer any of such Securities in any manner, the Subscriber shall not do so unless and until: (i) said Securities shall have first been registered under the Act and all offers applicable securities laws; or (ii) the Subscriber shall have first delivered to the Company a written notice declaring such holder's intention to effect such transfer and sales after describe in sufficient detail the Restricted Period manner and circumstances of the proposed transfer, which notice shall be made only accompanied either by a written opinion of legal counsel who shall be reasonably satisfactory to the Company, which opinion shall be addressed to the Company and reasonably satisfactory in compliance with form and substance to the Company's counsel, to the effect that the proposed sale or transfer is exempt from the registration provisions of the 1933 Act and all applicable state securities laws, or an exemption therefrom;
(o) he understands by a "no action" letter from the Securities and agrees not Exchange Commission to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act;
(p) he understands and agrees effect that the Company will refuse to register any transfer of the Shares Securities without registration will not made result in accordance recommendation by the staff of the Commission that action be taken with respect thereto.
(m) Stop transfer instructions will be placed 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) if he is acquiring the Shares as a fiduciary or transfer agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result ofSecurities, and a legend will not himself engage in, be placed on any "directed selling efforts" (as defined in Regulation S under certificate representing 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 Securities substantially to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representationsfollowing effect:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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. 6.1 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) he the Subscriber is not a U.S. Personresident in the United States;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber has received and carefully read this Agreement;
(c) he the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is resident in the jurisdiction set out a corporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;
(ie) he (i) the Subscriber is able to fend for himself aware that an investment in the Subscription; Company is speculative and involves certain risks, including the possible loss of the investment;
(iif) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(g) the Subscriber has such duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(h) the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; , and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaire;
(ji) he 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 Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he the Subscriber shall promptly notify the Company;
(j) 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;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against 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 accordance the Shares with its termsany other person;
(l) he 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;
(m) he understands the Subscriber has made an independent examination and agrees that none investigation of an investment in the Shares have been registered under and the 1933 Act, or under any state securities or "blue sky" laws Company and has depended on the advice 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 its legal and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he understands financial advisors and agrees that the Company will refuse not be responsible in anyway whatsoever for the Subscriber’s decision to register any transfer of invest in the Shares not made in accordance with and 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 ActCompany;
(qn) if he the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he 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;
(o) 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 account, and he the Subscriber has full power to make the foregoing acknowledgmentsacknowledgements, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the 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
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 4.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.S and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Fundstech Corp)
Representations, Warranties and Covenants of the Subscriber. 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) : a. he is not a U.S. Person;
(b) ; b. he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) ; c. he 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) ; d. he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) ; e. he is outside the United States when receiving and executing this Subscription Agreement;
(f) ; f. he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) ; g. he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) ; h. he (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 Shares for an indefinite period of time;
(i) ; i. he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) ; j. he 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, he shall promptly notify the Company;
(k) ; k. he 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;
(l) ; l. he 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;
(m) ; m. he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) ; n. he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) ; o. he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (Hoopsoft Development Corp)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, representations and warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Personresident in the United States;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber has received and carefully read this Agreement;
(c) he the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is resident in the jurisdiction set out a corporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;
(ie) he (i) the Subscriber is able to fend for himself aware that an investment in the Subscription; Company is speculative and involves certain risks, including the possible loss of the investment;
(iif) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(g) the Subscriber has such duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(h) the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; , and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in this Agreement;
(ji) he 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 Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he the Subscriber shall promptly notify the Company;
(j) all information contained in this Agreement 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 issuing of the Shares ;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against is receiving 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 accordance the Shares with its termsany other person;
(l) he 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 SharesShares ;
(m) he understands the Subscriber has made an independent examination and agrees that none investigation of an investment in the Shares have been registered under and the 1933 Act, or under any state securities or "blue sky" laws Company and has depended on the advice 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 its legal and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he understands financial advisors and agrees that the Company will refuse not be responsible in anyway whatsoever for the Subscriber's decision to register any transfer of invest in the Shares not made in accordance with and 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 ActCompany;
(qn) if he the Subscriber is acquiring receiving the Shares as a fiduciary or agent for one or more investor accounts, he 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;
(o) if the Subscriber is receiving 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 account, and he the Subscriber has full power to make the foregoing acknowledgmentsacknowledgements, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring receiving 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
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesShares ;
(ii) that any person will refund the purchase price of any of the SharesShares ;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 The Subscriber hereby covenants with the Company (which covenants shall survive the Closing) that:
(a) 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;
(b) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 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; and
(c) the Subscriber will not offer or sell any of the Shares 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.
8.3 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Samples: Debt Settlement and Subscription Agreement (Coronado Corp.)
Representations, Warranties and Covenants of the Subscriber. 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) a. he is not a U.S. Person;
(b) ; b. he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) ; c. he 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) ; d. he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) ; e. he is outside the United States when receiving and executing this Subscription Agreement;
(f) ; f. he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) ; g. he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) ; h. he (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 Shares for an indefinite period of time;
(i) ; i. he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) ; j. he 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, he shall promptly notify the Company;
(k) ; k. he 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;
(l) ; l. he 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;
(m) ; m. he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) ; n. he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) ; o. he 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;
(p) p. he 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) ; q. if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) ; r. he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 Xxxxxx 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) ; s. the Subscriber is not aware of any advertisement of any of the 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
(t) and t. no person has made to the Subscriber any written or oral representations:
(i) : i. that any person will resell or repurchase any of the Shares;
(; ii) . that any person will refund the purchase price of any of the Shares;
(; iii) . as to the future price or value of any of the Shares; or
(or iv) . that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (OneLife Health Products Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 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) he the Subscriber is not a U.S. Personresident in the United States;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber has received and carefully read this Agreement;
(c) he the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is resident in the jurisdiction set out a corporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;
(ie) he (i) the Subscriber is able to fend for himself aware that an investment in the Subscription; Company is speculative and involves certain risks, including the possible loss of the investment;
(iif) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(g) the Subscriber has such duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(h) the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;,
(ji) he 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 Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he the Subscriber shall promptly notify the Company;
(j) all information contained herein 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;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against 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 accordance the Shares with its termsany other person;
(l) he 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;
(m) he understands the Subscriber has made an independent examination and agrees that none investigation of an investment in the Shares have been registered under and the 1933 Act, or under any state securities or "blue sky" laws Company and has depended on the advice 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 its legal and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he understands financial advisors and agrees that the Company will refuse not be responsible in anyway whatsoever for the Subscriber’s decision to register any transfer of invest in the Shares not made in accordance with and 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 ActCompany;
(qn) if he the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he 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;
(o) 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 account, and he the Subscriber has full power to make the foregoing acknowledgmentsacknowledgements, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the 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
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 4.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.S and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Fundstech Corp)
Representations, Warranties and Covenants of the Subscriber. 6.1 The At the time of its initial subscription for the Units and at each time the Subscriber hereby represents and makes a payment, the Subscriber acknowledges, represents, warrants to and covenants with to the Company (which representationsPartnership, warranties the other Limited Partners and covenants shall survive the Closing) that:
(a) he General Partner as follows: ‐ it is empowered, authorized and qualified to enter into this Agreement and to subscribe for the Units; ‐ it expressly adheres to the status of well‐informed investor and expressly agrees to inform the General Partner if it ceases to be, or is found not to be, a well‐informed investor; ‐ it is not a U.S. Person;
US Person or it is a US Person ‐ Accredited Investors (bas defined in Regulations S under the United States Securities Act of 1933, as amended) he and/or it is not acquiring committing in the Shares Partnership for the account or benefit of, directly of a US Person or indirectly, any U.S. Person;
(c) he 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale the offer, sale or distribution andtransfer, in particular, he has no intention to distribute, either directly or indirectly, any indirectly of the Shares in such commitments within the United States or to U.S. Persons;
(e) he a US Person; ‐ it acknowledges that the Partnership is outside subject to know‐your‐customer and anti‐money laundering rules, regulations and procedures and it shall provide all documents, confirmations and certificates reasonably requested by any agent of the United States when receiving Partnership and/or the General Partner for that purpose and executing agrees to inform the General Partner within five days if these cease to be accurate; ‐ it has received and read a copy of this Subscription Agreement and the copy of the Issuance Documentation provided to the Subscriber before the General Partner’s initial acceptance of any of the Subscriber’s requested commitment amount and the Subscriber has relied on nothing other than this Agreement;
(f) he is aware that , the Issuance Documentation and the regulations in deciding whether to make an investment in the Company is speculative Partnership (and involves certain risksnot on any other oral or written documents, including information of representations); ‐ it has been given the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 opportunity to invest in the Shares and the Company;
(h) he (i) has adequate net worth ask questions and means of providing for his current financial needs receive satisfactory answers concerning the terms 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;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he understands and agrees that the Company and others will rely upon the truth and accuracy conditions 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, he shall promptly notify the Company;
(k) he 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;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.offering,
Appears in 1 contract
Samples: Limited Partnership Agreement
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Personresident;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gc) he 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 his 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;
(hd) he the Subscriber: (i) has adequate net worth and means of providing for his 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;
(i) he (i) is able to fend for himself itself in the Subscription; (iiiv) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his its investment in the Shares Securities and the Company; and (iiiv) has the ability to bear the economic risks of his its prospective investment and can afford the complete loss of such investment;
(je) he 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, he the Subscriber shall promptly notify the Company;
(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 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;
(g) 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, 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;
(h) the Subscriber is an ‘accredited investor’ in the United States, as that term is defined in Rule 501 of Regulation D, promulgated by the SEC under the 1933 Act;
(i) 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 National Instrument 45-106 - Prospectus and Registration Exemptions;
(j) the Subscriber is acquiring the Securities as principal for its 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 the Securities;
(k) he the decision to execute this Subscription Agreement and purchase the Shares has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based solely upon the Company’s public filings with the SEC.
(l) 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;
(lm) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he understands and agrees that offers and sales of the Subscriber is not a broker or a dealer in securities, nor is the Subscriber affiliated with 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 securities broker or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromdealer;
(o) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(p) he 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) if he is acquiring the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such accountCompany;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(ts) no person has made to the Subscriber any written or oral representations:,
(i) that any person will resell or repurchase any of the Shares;,
(ii) that any person will refund the purchase price of any of the Shares;,
(iii) as to the future price or value of any of the Shares; , or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Samples: Debt Settlement and Subscription Agreement (RVPlus Inc.)
Representations, Warranties and Covenants of the Subscriber. 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) a. he is not a U.S. Person;
(b) b. he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) c. he 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) d. he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) e. he is outside the United States when receiving and executing this Subscription Agreement;
(f) f. he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) g. he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) h. he (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 Shares for an indefinite period of time;
(i) i. he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) j. he 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, he shall promptly notify the Company;
(k) k. he 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;
(l) l. he 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;
(m) m. he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) n. he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) o. he 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;
(p) p. he 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) q. if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) r. he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) s. the Subscriber is not aware of any advertisement of any of the 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
(t) t. no person has made to the Subscriber any written or oral representations:
(i) i. that any person will resell or repurchase any of the Shares;
(ii) . that any person will refund the purchase price of any of the Shares;
(iii) . as to the future price or value of any of the Shares; or
(iv) . that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (Surf a Movie Solutions Inc)
Representations, Warranties and Covenants of the Subscriber. 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) he 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, (iii) is not a U.S. Personable to bear the economic risks of an investment in the Securities for an indefinite period of time, and (iv) can afford the complete loss of such investment;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he 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) he is purchasing the Shares as principal Securities for its own account for investment purposes only and not with for the account of any other person and not for distribution, assignment or resale to others, and no other person has a view to resale direct or distribution andindirect beneficial interest is such Securities, in particular, he and the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares not subdivided his interest in the United States or to U.S. PersonsSecurities with any other person;
(ec) he the Subscriber (i) is outside able to fend for itself in the United States when receiving Subscription; (ii) has such knowledge and executing this Subscription Agreementexperience 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;
(fd) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(ge) he the Subscriber has received and carefully read this Subscription Agreement;
(f) the Subscriber has made an independent examination and investigation of an investment in the Shares Securities and the Company and has depended on the advice of his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's ’s decision to invest in the Shares Securities and the Company;
(hg) he (i) the Subscriber 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investmentSecurities;
(jh) he 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, he it shall promptly notify the Company;
(i) 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;
(j) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(k) he 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;
(l) he 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 ;
(m) he the Subscriber understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(so) the Subscriber is not aware of any advertisement of any of the Shares 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
(tp) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system.
(q) the Subscriber is not a U.S. Person;
(r) 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 purchase 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 - 6 - 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 any 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;
(s) the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(t) 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;
(u) 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; and
(v) 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein.
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 (Ya Zhu Silk, Inc.)
Representations, Warranties and Covenants of the Subscriber. 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) he 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, (iii) is not a U.S. Personable to bear the economic risks of an investment in the Securities for an indefinite period of time, and (iv) can afford the complete loss of such investment;
(b) he if applicable, all information contained in the Questionnaires is not acquiring complete and accurate and may be relied upon by the Shares for Company, and the account or benefit of, directly or indirectly, Subscriber will notify the Company immediately of any U.S. Personmaterial change in any such information occurring prior to the closing of the purchase of the Units;
(c) he 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) he is purchasing the Shares as principal Units for its own account for investment purposes only and not with for the account of any other person and not for distribution, assignment or resale to others, and no other person has a view to resale direct or distribution andindirect beneficial interest is such Securities, in particular, he and the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares not subdivided his interest in the United States or Securities with any other person;
(d) the Subscriber (i) is able to U.S. Personsfend 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;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(f) the Subscriber has received and carefully read this Subscription Agreement;
(g) he the Subscriber has made an independent examination and investigation of an investment in the Shares Securities and the Company and has depended on the advice of his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's ’s decision to invest in the Shares Securities and the Company;
(h) he (i) the Subscriber 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares Securities and the Company; Company and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaires;
(ji) he 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 Questionnaires and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he it shall promptly notify the Company;
(j) 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;
(k) he the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(l) 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;
(lm) he 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;
(mn) he the Subscriber understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the Shares 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;
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) other than the OTC Bulletin Board, that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system;
(r) if the Subscriber is resident outside of Canada or United States:
(i) 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 Securities,
(ii) the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) the applicable 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 offer, issue, sale or resale of any of the Securities,
(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
(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.
6.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.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 (Respect Your Universe, Inc.)
Representations, Warranties and Covenants of the Subscriber. 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) he 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 not a U.S. Personcorporation, 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;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page entering into of this Subscription Agreement and the sale transactions contemplated hereby do not result in the violation of any of the Shares to terms and provisions of any law applicable to, or the constating documents of, the Subscriber as contemplated in this Subscription Agreement complies with or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriberor may be bound;
(dc) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he shall promptly notify the Company;
(k) he 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;
(ld) he 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, and the Subscriber is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(e) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company;
(f) 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 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;
(h) the Subscriber is acquiring the Units as principal for the Subscriber’s own account (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 Units;
(i) 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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;
(qj) if he the Subscriber is acquiring the Shares Units as a fiduciary or agent for one or more investor accounts, he :
(i) the Subscriber has sole investment discretion with respect to each such account and he it has full power to make the foregoing acknowledgmentsacknowledgements, 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;
(rk) he the Subscriber acknowledges that he the Subscriber has not acquired the Shares Units as a result of, and will not himself 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 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 any of the SharesUnits; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Units pursuant to registration of any of the Shares Units pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sl) the Subscriber is not aware of any advertisement of any of the 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 advertisingUnits; and
(tm) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system, 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 (Liberty Star Gold Corp)
Representations, Warranties and Covenants of the Subscriber. 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) he is not a U.S. Person;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (i) has adequate net worth and means of providing for his its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;
(ib) he 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;
(c) 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;
(d) the Subscriber (i) is able to fend for himself 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;
(e) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(f) the Subscriber has received and carefully read this Subscription Agreement;
(g) 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;
(h) the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; Company and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaire;
(ji) he 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, he it shall promptly notify the Company;
(j) 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;
(k) he the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(l) 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;
(lm) he 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;
(mn) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromAct;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the 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
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system, 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 (Pantera Petroleum Inc.)
Representations, Warranties and Covenants of the Subscriber. 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) he the Subscriber is not a U.S. Personresident in the United States;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber has received and carefully read this Subscription Agreement;
(c) he 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 resident in the jurisdiction set out a corporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;
(ie) he (i) the Subscriber is able to fend for himself aware that an investment in the Subscription; Company is speculative and involves certain risks, including the possible loss of the investment;
(iif) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(g) the Subscriber has such duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(h) the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; , and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaire;
(ji) he 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 Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he the Subscriber shall promptly notify the Company;
(j) 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;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against 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 accordance the Shares with its termsany other person;
(l) he 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;
(m) he understands the Subscriber has made an independent examination and agrees that none investigation of an investment in the Shares have been registered under and the 1933 Act, or under any state securities or "blue sky" laws Company and has depended on the advice 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 its legal and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he understands financial advisors and agrees that the Company will refuse not be responsible in anyway whatsoever for the Subscriber's decision to register any transfer of invest in the Shares not made in accordance with and 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 ActCompany;
(qn) if he the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he 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;
(o) 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 account, and he the Subscriber has full power to make the foregoing acknowledgmentsacknowledgements, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the 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
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.S and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Aurelio Resource Corp)
Representations, Warranties and Covenants of the Subscriber. 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) he it is not a U.S. Person;
(b) he it is not acquiring the Shares Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 and Agreement;
(d) 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;
(de) he it is purchasing the Shares Securities as principal for investment purposes only and not with a view to resale or distribution and, in particular, he it has no intention to distribute, distribute either directly or indirectly, indirectly any of the Shares Securities in the United States or to U.S. Persons;
(ef) he it is outside the United States when receiving and executing this Subscription AgreementAgreement and is acquiring the Securities as principal for its own account, for investment purposes only, and not D/ljm/707284.1 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;
(fg) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gh) he the Subscriber has made an independent examination and investigation of an investment in the Shares Securities and the Company and has depended on the advice of his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's decision to invest in the Shares Securities and the Company;
(h) he (i) it 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares Securities and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he it 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, he it shall promptly notify the Company;
(k) he 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;
(l) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or 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;
(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 termsSubscriber;
(ln) he 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;
(mo) he it understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities lawsAct;
(np) he it understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Shares 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he understands therefrom 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;
(p) he understands and agrees that the Company will refuse to register any transfer of the Shares not made each case only 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 provincial securities laws or under an exemption from such registration requirements and as otherwise provided hereinlaws;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (Digital Youth Network Corp.)
Representations, Warranties and Covenants of the Subscriber. 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) thatas follows:
(ai) he The Subscriber is not a U.S. Person;
(b) he is not acquiring the Shares Series B Stock being purchased by it hereunder for the account or benefit ofits own account, directly or indirectly, any U.S. Person;
(c) he 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or the distribution and, in particular, he has no intention to distribute, either directly or indirectly, any thereof within the meaning of the Shares in Securities Act of 1933, as amended (the United States or to U.S. Persons"Securities Act");
(eii) he The Subscriber understands that (i) the Series B Stock has not been, and that the Series B Reserved Shares will not be, registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act and (ii) the Series B Stock and the Series B Reserved Shares may not be sold unless such disposition is outside registered under the United States when receiving Securities Act or is exempt from registration;
(iii) The Subscriber further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Subscriber) promulgated under the Securities Act depends on the satisfaction of various conditions, and executing that, if applicable, Rule 144 may afford the basis for sales only in limited amounts;
(iv) The Subscriber has not employed any broker or finder in connection with the transactions contemplated by this Subscription Agreement;
(fv) he The Subscriber is aware that an investment "Accredited Investor" (as defined in Rule 501(a) under the Company is speculative and involves certain risks, including the possible loss of the entire investmentSecurities Act);
(gvi) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) The Subscriber has such knowledge and experience in financial and or business matters as to be that it is capable of evaluating the merits and risks of his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investmenttransactions contemplated by this Agreement;
(jvii) he understands The Subscriber has been furnished with any materials which the Subscriber has requested relating to the Company, its business and agrees that financial condition, the Company and others will rely upon the truth and accuracy offering of the acknowledgementsSeries B Stock, representations and agreements contained in this Subscription Agreement and agrees that if any the simultaneous offering of such acknowledgements, representations and agreements are no longer accurate or have been breached, he shall promptly notify the Series A-II Convertible Preferred Stock of the Company, and the Subscriber has been afforded an opportunity to ask questions and receive answers concerning such matters;
(kviii) he The Subscriber has full power and authority without the consent or approval of any court, agency or other third party, to enter into and perform this Agreement. This Agreement has been duly authorized by all necessary action on the part of the Subscriber. When duly executed and delivered this Subscription Agreement and it constitutes will constitute a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(l) he 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;
(m) he 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 terms 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;
(n) he 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 extent that enforceability may be made in compliance with the safe harbor provisions set forth in Regulation Slimited by bankruptcy, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices insolvency or other communications published in any newspaper, magazine similar laws affecting creditors' rights generally 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemequitable principles.
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. 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) a. he is not a U.S. Person;
(b) ; b. he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) ; c. he 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) ; d. he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) ; e. he is outside the United States when receiving and executing this Subscription Agreement;
(f) ; f. he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) ; g. he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) ; h. he (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 Shares for an indefinite period of time;
(i) ; i. he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) ; j. he 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, he shall promptly notify the Company;
(k) ; k. he 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;
(l) ; l. he 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;
(m) ; m. he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) ; n. he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) ; o. he 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;
(p) ; p. he 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) q. if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) ; r. he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 txx Xxxxxs 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) ; s. the Subscriber is not aware of any advertisement of any of the 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
(t) and t. no person has made to the Subscriber any written or oral representations:
(i) i. that any person will resell or repurchase any of the Shares;
(; ii) . that any person will refund the purchase price of any of the Shares;
(; iii) . as to the future price or value of any of the Shares; or
(or iv) . that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
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 (Freight Management Corp)
Representations, Warranties and Covenants of the Subscriber. 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) he the Subscriber is not a U.S. Personresides in the United States;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber has received and carefully read this Subscription Agreement;
(c) he the Subscriber has the legal capacity and competence to enter into and execute thisSubscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is resident in the jurisdiction set out acorporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his its current financial needs financialneeds and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to ableto bear the economic risks of an investment in the Shares for an indefinite period of time;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment , and can afford the complete loss of such investment;
(je) he the Subscriber is aware that an investment in the Company is speculative and involvescertain risks, including the possible loss of the investment;
(f) the entering into of this Subscription Agreement and the transactions contemplatedhereby do not result in the violation of any of the terms and provisions of any law applicable to, or, ifapplicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(g) the Subscriber has duly executed and delivered this Subscription Agreement and itconstitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(h) the Subscriber has the requisite knowledge and experience in financial and businessmatters as to be capable of evaluating the merits and risks of the investment in the Shares and theCompany, and the Subscriber is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(i) the Subscriber understands and agrees that the Company and others will rely upon the truth thetruth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement thisSubscription Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he the Subscriber shall promptly notify the Company;
(j) All information contained in the Questionnaire is complete and accurate and may berelied upon by the Company, and the Subscriber will notify the Company immediately of any materialchange in any such information occurring prior to the closing of the purchase of the Shares;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against is purchasing the Shares for its own account for investment purposes onlyand not for the account of any other person and not for distribution, assignment or resale to others, and noother person has a direct or indirect beneficial interest is such Shares, and the Subscriber has not subdivided his interest in accordance the Shares with its termsany other person;
(l) he 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 ofthe Shares;
(m) he understands the Subscriber has made an independent examination and agrees that none investigation of an investmentin the Shares have been registered under and the 1933 Act, or under any state securities or "blue sky" laws Company and has depended on the advice of any state of its legal and financial advisors andagrees that the United States, and, unless so registered, may Company will not be offered or sold responsible in anyway whatsoever for the Subscriber's decision to invest in the United States or, directly or indirectly, to U.S. Persons except in accordance with Shares and 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 lawsCompany;
(n) he understands and agrees that offers and sales of any of if 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he Subscriber is acquiring the Shares as a fiduciary or agent for one or more investoraccounts, the investor accountsaccounts for which the Subscriber acts as a fiduciary or agent satisfy the definitionof an “Accredited Investor”, he as the term is defined under Regulation D of the 1933 Act;
(o) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investoraccounts, the Subscriber has sole investment discretion with respect to each such account account, and he theSubscriber has full power to make the foregoing acknowledgmentsacknowledgements, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring notacquiring the Shares as a result of any form of general solicitation or general advertising including advertisementsincludingadvertisements, 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
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange stockexchange or automated dealer quotation system or that application has been made to list and post any postany of the 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.S and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Ethos Environmental, Inc.)
Representations, Warranties and Covenants of the Subscriber. 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) he 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, (iii) is not a U.S. Personable to bear the economic risks of an investment in the Shares for an indefinite period of time, and (iv) can afford the complete loss of such investment;
(b) he if applicable, all information contained in the Questionnaire is not acquiring complete and accurate and may be relied upon by the Shares for Company, and the account or benefit of, directly or indirectly, Subscriber will notify the Company immediately of any U.S. Personmaterial change in any such information occurring prior to the closing of the purchase of the Shares;
(c) he 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) he is purchasing the Shares as principal for its own account for investment purposes only and not with for the account of any other person and not for distribution, assignment or resale to others, and no other person has a view to resale direct or distribution andindirect beneficial interest is such Shares, and the Subscriber has not subdivided his interest in particular, he has no intention to distribute, either directly or indirectly, any of the Shares with any other person;
(d) the Subscriber (i) is able to fend for itself in the United States or Subscription; (ii) has such knowledge and experience in business matters as to U.S. Personsbe 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;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(f) the Subscriber has received and carefully read this Subscription Agreement;
(g) he 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 his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's ’s decision to invest in the Shares and the Company;
(h) he (i) the Subscriber 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; Company and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaire, as applicable;
(ji) he 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, as applicable, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he it shall promptly notify the Company;
(j) 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;
(k) he the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(l) 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;
(lm) he 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;
(mn) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the 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;
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system;
(r) the Subscriber is not a U.S. Person;
(s) 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 purchase 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,
(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;
(t) the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(u) the Subscriber understands and 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 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; and
(w) the Subscriber acknowledges that 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein.
6.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.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 (Qwick Media Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, representations and warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Personresident in the United States;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. PersonSubscriber has received and carefully read this Agreement;
(c) he 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 resident in the jurisdiction set out a corporation, it is duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;
(ie) he (i) the Subscriber is able to fend for himself aware that an investment in the Subscription; Company is speculative and involves certain risks, including the possible loss of the investment;
(iif) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(g) the Subscriber has such duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(h) the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; , and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Agreement;
(ji) he 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 Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he the Subscriber shall promptly notify the Company;
(j) all information contained in the Agreement 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 ;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against 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 accordance the Shares with its termsany other person;
(l) he 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 SharesShares ;
(m) he understands the Subscriber has made an independent examination and agrees that none investigation of an investment in the Shares have been registered under and the 1933 Act, or under any state securities or "blue sky" laws Company and has depended on the advice 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 its legal and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he understands financial advisors and agrees that the Company will refuse not be responsible in anyway whatsoever for the Subscriber's decision to register any transfer of invest in the Shares not made in accordance with and 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 ActCompany;
(qn) if he the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he 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;
(o) 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 account, and he the Subscriber has full power to make the foregoing acknowledgmentsacknowledgements, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the 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
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesShares ;
(ii) that any person will refund the purchase price of any of the SharesShares ;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 The Subscriber hereby covenants with the Company (which covenants shall survive the Closing) that:
(a) 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;
(b) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 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; and
(c) the Subscriber will not offer or sell any of the Shares 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.
8.3 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Samples: Debt Settlement and Subscription Agreement (Ecologic Transportation, Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Person;
(b) he the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 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) he the Subscriber is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(f) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he 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 his its legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber's ’s decision to invest in the Shares and the Company;
(h) he the Subscriber (i) has adequate net worth and means of providing for his 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;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(j) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(k) he 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;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Shares;
(o) 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(op) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(pq) he 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;
(qr) if he the Subscriber (i) is acquiring 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 as a fiduciary or agent for one or more investor accounts, he and the Company; and (iii) has sole the ability to bear the economic risks of its prospective investment discretion with respect to each such account and he has full power to make can afford the foregoing acknowledgments, representations and agreements on behalf complete loss of such accountinvestment;
(rs) he the Subscriber acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(st) the Subscriber is not aware of any advertisement of any of the 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
(tu) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 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 (Digital Youth Network Corp.)
Representations, Warranties and Covenants of the Subscriber. 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) he 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, (iii) is not a U.S. Personable to bear the economic risks of an investment in the Securities for an indefinite period of time, and (iv) can afford the complete loss of such investment;
(b) he if applicable, all information contained in the Questionnaires is not acquiring complete and accurate and may be relied upon by the Shares for Company, and the account or benefit of, directly or indirectly, Subscriber will notify the Company immediately of any U.S. Personmaterial change in any such information occurring prior to the closing of the purchase of the Units;
(c) he 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) he is purchasing the Shares as principal Units for its own account for investment purposes only and not with for the account of any other person and not for distribution, assignment or resale to others, and no other person has a view to resale direct or distribution andindirect beneficial interest is such Securities, in particular, he and the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares not subdivided his interest in the United States or Securities with any other person;
(d) the Subscriber (i) is able to U.S. Personsfend 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;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(f) the Subscriber has received and carefully read this Subscription Agreement;
(g) he the Subscriber has made an independent examination and investigation of an investment in the Shares Securities and the Company and has depended on the advice of his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's ’s decision to invest in the Shares Securities and the Company;
(h) he (i) the Subscriber 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares Securities and the Company; Company and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaires;
(ji) he 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 Questionnaires and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he it shall promptly notify the Company;
(j) 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;
(k) he the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(l) 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;
(lm) he 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;
(mn) he the Subscriber understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the Shares 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
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.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 (Nexaira Wireless Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Person;
(b) he the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) 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 and the sale issuance 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) he the Subscriber is purchasing acquiring the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(f) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he 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 his 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;
(h) he the Subscriber (i) has adequate net worth and means of providing for his 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;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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 Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he the Subscriber shall promptly notify the Company;
(j) the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(k) he 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;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromtherefrom and in each case only in accordance with applicable state and provincial securities laws;
(o) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(p) he 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) if he the Subscriber (i) is acquiring 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 as a fiduciary or agent for one or more investor accounts, he and the Company; and (iii) has sole the ability to bear the economic risks of its prospective investment discretion with respect to each such account and he has full power to make can afford the foregoing acknowledgments, representations and agreements on behalf complete loss of such accountinvestment;
(r) he the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Shares and the Company;
(s) the Subscriber acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(st) the Subscriber is not aware of any advertisement of any of the 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
(tu) no person has made to the Subscriber any written or oral representations:,
(i) that any person will resell or repurchase any of the Shares;,
(ii) that any person will refund the purchase price of any of the Shares;,
(iii) as to the future price or value of any of the Shares; , or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Samples: Debt Settlement and Subscription Agreement (Megawest Energy Corp.)
Representations, Warranties and Covenants of the Subscriber. 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) he it is not a U.S. Person;
(b) he it is not acquiring the Shares Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he it is resident in acquiring 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) he is purchasing the Shares as principal Securities for investment purposes only and not with a view to resale or distribution and, in particular, he it has no intention to distribute, distribute either directly or indirectly, indirectly any of the Shares Securities in the United States or to U.S. Persons;
(ed) he it is outside the United States when receiving and executing this Subscription AgreementAgreement and is acquiring the Securities as principal for its 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 Shares;
(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 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;
(f) he is aware that an investment the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the Company is speculative and involves certain risks, including the possible loss violation of any of the entire investmentterms and provisions of any law applicable 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;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he shall promptly notify the Company;
(k) he Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(h) the Subscriber has the requisite knowledge and experience in accordance financial 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 Questionnaire;
(i) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company;
(j) 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;
(k) the Subscriber is acquiring the Securities for investment only and not with its termsa 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;
(l) he the Subscriber is acquiring the Securities as principal for the Subscriber’s own account (except for the circumstances outlined in paragraph 6.1(s), 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 Securities;
(m) 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;
(mn) he it understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities lawsAct;
(no) he it understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Shares Securities (the one year period hereinafter referred to as the "Distribution Compliance “Restricted 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(op) he it understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 Act;
(pq) he it understands and agrees that the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(qr) it (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 Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(s) if he the Subscriber is acquiring the Shares Securities as a fiduciary or agent for one or more investor accounts, he :
(i) the Subscriber has sole investment discretion with respect to each such account and he it has full power to make the foregoing acknowledgmentsacknowledgements, 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 Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;
(rt) he the Subscriber acknowledges that he the Subscriber has not acquired the Shares Securities as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(su) the Subscriber is not aware of any advertisement of any of the 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 advertisingSecurities; and
(tv) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system, 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 (Eden Energy Corp)
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Personresident;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gc) he 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 his its legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber's ’s decision to invest in the Shares and the Company;
(hd) he the Subscriber: (i) has adequate net worth and means of providing for his 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;
(i) he (i) is able to fend for himself itself in the Subscription; (iiiv) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his its investment in the Shares Securities and the Company; and (iiiv) has the ability to bear the economic risks of his its prospective investment and can afford the complete loss of such investment;
(je) he 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, he the Subscriber shall promptly notify the Company;
(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 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;
(g) 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, 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;
(h) the Subscriber is an ‘accredited investor’ in the United States, as that term is defined in Rule 501 of Regulation D, promulgated by the SEC under the 1933 Act;
(i) 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 National Instrument 45-106 - Prospectus and Registration Exemptions;
(j) the Subscriber is acquiring the Securities as principal for its 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 the Securities;
(k) he the decision to execute this Subscription Agreement and purchase the Shares has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based solely upon the Company’s public filings with the SEC.
(l) 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;
(lm) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he understands and agrees that offers and sales of the Subscriber is not a broker or a dealer in securities, nor is the Subscriber affiliated with 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 securities broker or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromdealer;
(o) he 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 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(p) he 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) if he is acquiring the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such accountCompany;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(ts) no person has made to the Subscriber any written or oral representations:,
(i) that any person will resell or repurchase any of the Shares;,
(ii) that any person will refund the purchase price of any of the Shares;,
(iii) as to the future price or value of any of the Shares; , or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.
Appears in 1 contract
Samples: Debt Settlement and Subscription Agreement (Maverick Minerals Corp)
Representations, Warranties and Covenants of the Subscriber. 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) he is not a U.S. Person;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (i) has adequate net worth and means of providing for his 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 Securities for an indefinite period of time, and can afford the complete loss of such investment;
(ib) he if applicable, all information contained in the Questionnaire and the CDN 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;
(c) the Subscriber is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Subscriber has not subdivided his interest in the Securities with any other person;
(d) the Subscriber (i) is able to fend for himself 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;
(e) the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(f) the Subscriber has received and carefully read this Subscription Agreement;
(g) 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;
(h) the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares Securities and the Company; Company and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaire and the CDN Questionnaire, as applicable;
(ji) he 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 Agreement, the Questionnaire and the CDN Questionnaire, as applicable, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he it shall promptly notify the Company;
(j) 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;
(k) he the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(l) 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;
(lm) he 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;
(mn) he the Subscriber understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefromAct;
(o) he 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;
(p) he Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the Shares 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
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system, 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. 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) thatas follows:
(ai) he The Subscriber is not a U.S. Person;
(b) he is not acquiring the Shares Series C Stock being purchased by it hereunder for the account or benefit ofits own account, directly or indirectly, any U.S. Person;
(c) he 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or the distribution and, in particular, he has no intention to distribute, either directly or indirectly, any thereof within the meaning of the Shares in Securities Act of 1933, as amended (the United States or to U.S. Persons"Securities Act");
(eii) he The Subscriber understands that (i) the Series C Stock has not been, and that the Series C Reserved Shares will not be, registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act and (ii) the Series C Stock and the Series C Reserved Shares may not be sold unless such disposition is outside registered under the United States when receiving Securities Act or is exempt from registration;
(iii) The Subscriber further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Subscriber) promulgated under the Securities Act depends on the satisfaction of various conditions, and executing that, if applicable, Rule 144 may afford the basis for sales only in limited amounts;
(iv) The Subscriber has not employed any broker or finder in connection with the transactions contemplated by this Subscription Agreement;
(fv) he The Subscriber is aware that an investment "Accredited Investor" (as defined in Rule 501(a) under the Company is speculative and involves certain risks, including the possible loss of the entire investmentSecurities Act);
(gvi) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) The Subscriber has such knowledge and experience in financial and or business matters as to be that it is capable of evaluating the merits and risks of his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investmenttransactions contemplated by this Agreement;
(jvii) he understands The Subscriber has been furnished with any materials which the Subscriber has requested relating to the Company, its business and agrees that financial condition and the Company and others will rely upon the truth and accuracy offering of the acknowledgementsSeries C Stock, representations and agreements contained in this Subscription Agreement the Subscriber has been afforded an opportunity to ask questions and agrees that if any of receive answers concerning such acknowledgements, representations and agreements are no longer accurate or have been breached, he shall promptly notify the Companymatters;
(kviii) he The Subscriber has full power and authority without the consent or approval of any court, agency or other third party, to enter into and perform this Agreement. This Agreement has been duly authorized by all necessary action on the part of the Subscriber. When duly executed and delivered this Subscription Agreement and it constitutes will constitute a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(l) he 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;
(m) he 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 terms 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;
(n) he 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 extent that enforceability may be made in compliance with the safe harbor provisions set forth in Regulation Slimited by bankruptcy, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices insolvency or other communications published in any newspaper, magazine similar laws affecting creditors' rights generally 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemequitable principles.
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. 6.1 The Subscriber hereby represents and warrants to (on its own behalf and, if applicable, on behalf of a Disclosed Principal) represents, warrants, acknowledges and covenants with to the Company Corporation and its counsel (which representations, warranties and covenants shall survive acknowledges that they are relying thereon) both at the Closingdate hereof and at the Closing Time (as herein defined) that:
(a) he it recognizes that the purchase of the Securities involves a high degree of risk including, but not limited to, the following: (i) the Corporation has a limited operating history and requires substantial funds in addition to the proceeds of the Offering; (ii) an investment in the Corporation is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Corporation and the Securities; (iii) the Subscriber may not be able to liquidate his, her or its investment; (iv) there are restrictions on the ability of the Subscriber to sell the Securities; (v) in the event of a U.S. Persondisposition, the Subscriber could sustain the loss of its entire investment; and (vi) the Corporation has not paid any dividends since its inception and does not anticipate paying any dividends in the near future;
(b) he it acknowledges and represents that it: (i) has adequate means of providing for its current financial needs and contingencies, (ii) has knowledge and experience in business and financial matters and prior investment experience, including investments in securities without the benefit of a prospectus; (iii) recognizes the speculative nature of an investment in the Securities; (iv) is not acquiring able to bear the Shares for economic risk that it hereby assumes; and (v) could afford a complete loss of such investment in the account or benefit of, directly or indirectly, any U.S. PersonSecurities;
(c) he the Subscriber is aware that there are restrictions on the Subscriber’s ability to resell the Securities and it is the Subscriber’s responsibility to consult the Subscriber’s own advisors to find out what those restrictions are and to comply with them before selling the Securities, and confirms that no representation has been made to it by or on behalf of the Corporation with respect thereto; 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 in accordance with limited exemptions under applicable securities legislation until expiry of the applicable restricted period and compliance with the other requirements of applicable law;
(d) the Subscriber is aware that any certificates representing the Securities will bear a legend (or an ownership statement issued under a book-entry system will bear a legend restriction notation) in substantially the following form:
(e) it hereby represents that it has been furnished by the Corporation during the course of the Offering with all information regarding the Corporation, the terms and conditions of the Offering and any additional information that it has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Corporation concerning the Corporation and the terms and conditions of the Offering;
(f) it has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, any prospectus, sales or advertising literature, or any other document describing the business and affairs of the Corporation which has been prepared for delivery to, and review by, a prospective purchaser in order to assist it in making an investment decision in respect of the Securities and the Subscriber’s decision to subscribe for the Securities was not based upon, and the Subscriber has not relied upon, any oral or written representations as to facts made by or on behalf of the Corporation, except as set forth herein and in the Corporation’s current public disclosure record available on the system for electronic document analysis and retrieval at xxx.xxxxx.xxx..To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Subscription Agreement and the purchase of the Securities hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of the Subscriber’s consideration of an investment in the Securities and the results of Subscriber’s own independent investigation;
(g) it has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or other means of telecommunications or other form of advertisement (including electronic display such as the Internet) with respect to the distribution of the Securities;
(h) the Subscriber has no knowledge of a “material fact” or “material change” with respect to the Corporation (as those terms are defined in applicable securities laws, and which generally includes a fact or change which would reasonably be expected to have a significant effect on the market price of the Common Shares) that has not been generally disclosed to the public;
(i) unless disclosed to the Corporation, the Subscriber is not a “control person” of the Corporation (within the meaning of applicable securities laws, and which generally includes a person holding or controlling (alone or in concert with other persons) more than 20% of the Common Shares), and unless disclosed to the Corporation, the purchase of securities under the Offering will not result in the Subscriber becoming a “control person” (and, if the Subscriber is purchasing on behalf of a Disclosed Principal, the purchase of securities under the Offering will not result in the Disclosed Principal becoming a “control person”);
(j) it is purchasing the Securities as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Securities, it is resident in the jurisdiction set out under as the heading "Name and Address of “Subscriber" ’s Address” on the signature face page hereof and that address is not being used solely for the purpose of this Subscription Agreement acquiring the Securities, and the sale of the Shares to if 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) he acting for a Disclosed Principal, such Disclosed Principal is purchasing the Shares as principal for its own account, not for the benefit of any other person, for investment purposes only and not with a view to resale or distribution anddistribution, and is resident in particular, he has no intention to distribute, either directly or indirectly, any the jurisdiction set forth in the Subscription Agreement as the “Disclosed Principal’s Address” of the Shares in the United States or to U.S. Persons;
(e) he Disclosed Principal and that address is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 being used solely for the Subscriber's decision to invest in purpose of acquiring the Shares and the Company;
(h) he (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 investmentSecurities, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;either:
(i) he (i) the Subscriber is able to fend for himself an Accredited Investor and has concurrently executed and delivered a Certificate in the Subscription; (ii) has such knowledge and experience in financial and business matters form attached as Exhibit 1 to be capable of evaluating the merits and risks of his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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 has completed the appropriate Appendices; or
(ii) the Subscriber (or any Disclosed Principal) is purchasing pursuant to an exemption from prospectus and registration requirements (particulars of such acknowledgements, representations and agreements are no longer accurate or which have been breached, he enclosed herewith by the Subscriber) available to the Subscriber under applicable securities legislation of the jurisdiction of the Subscriber’s residence and shall promptly notify deliver to the CompanyCorporation such further particulars of the exemption(s) and the Subscriber’s qualifications thereunder as the Corporation or its counsel may request;
(k) he the Subscriber is aware that the Corporation is relying on exemptions from the requirements under Canadian securities laws to provide the Subscriber with a prospectus, and no prospectus has duly been filed by the Corporation with any stock exchange or regulatory authority in Canada in connection with the issuance of the Securities, and as a consequence:
(i) the Subscriber is restricted from using some of the civil remedies otherwise available under Canadian securities laws and certain protections, rights and remedies provided by securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber; and
(ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under Canadian securities laws;
(l) if the Subscriber is resident in or otherwise subject to applicable securities laws of a jurisdiction other than Canada, the Subscriber confirms, represents and warrants that:
(i) the Subscriber is knowledgeable with respect to, or has been independently advised as to, the applicable securities laws of the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) and which would apply to the acquisition of the Securities;
(ii) the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or registration requirements 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 International Jurisdiction without the need to rely on any exemptions;
(iii) the applicable securities laws of the International Jurisdiction do not require the Corporation to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities;
(iv) the purchase of the Securities by the 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 Corporation in the International Jurisdiction; and
(v) the Subscriber will, if requested by the Corporation, deliver to the Corporation a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subsections (ii), (iii) and (iv) above to the satisfaction of the Corporation acting reasonably;
(m) it acknowledges that:
(i) no stock exchange, securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(ii) there is no government or other insurance covering the Securities; and
(iii) there are risks associated with the purchase of the Securities;
(n) the Subscriber is not a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933 (the “U.S. Securities Act”) and which includes an individual resident in the United States, an estate or trust of which any executor, administrator or trustee is a U.S. person, and any corporation or partnership incorporated or organized under the laws of the United States) (a “U.S. Person”) and the Securities were not offered to the Subscriber in the United States. At the time the buy order for the Securities originated, the Subscriber was outside the United States, and this Agreement was executed and delivered by (or on behalf of) the Subscriber outside the United States;
(o) it understands that the Warrants will not be registered under the securities laws of the United States, and unless a registration statement is filed with the SEC registering the Class A Warrant Shares and Class B Warrant Shares and such registration statement is made effective, the Class A Warrant Shares and Class B Warrant Shares may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or available exemptions therefrom;
(p) it undertakes and agrees that it will not offer or sell Securities in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that it will not resell the Securities, except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules, and the Subscriber is solely responsible for compliance with such legislation, rules, and regulations;
(q) if the Subscriber is a corporation, partnership, unincorporated association or other entity, it has the legal capacity and competence to enter into and be bound by this Subscription Agreement and to perform all of its obligations hereunder, and if it constitutes is a valid body corporate, it is duly incorporated or created and binding agreement validly subsisting under the laws of the jurisdiction of its incorporation, and further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained;
(r) the performance and compliance with the terms hereof, the subscription for the 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 that, 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 (if the Subscriber is not an individual), applicable 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;
(s) if the Subscriber is an individual, it is of the full age of majority and is legally competent to execute this Subscription Agreement and take all action pursuant hereto;
(t) this Subscription Agreement and any other documents contemplated hereby, have been duly and validly authorized, executed and delivered by and constitute a legal, valid, binding and enforceable against obligation of the Subscriber in accordance with its terms;
(lu) he in the case of a subscription by it for Securities acting as agent for a Disclosed Principal, it is not an underwriter duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such Disclosed Principal and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, or dealer inand constitutes a legal, valid and binding agreement of, such Disclosed Principal and the common shares Subscriber acknowledges that the Corporation is required by law to disclose to certain principal regulatory authorities the identity of the Company, nor is Disclosed Principal for whom the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Sharesmay be acting;
(mv) he understands the Subscriber will execute, deliver, file and agrees that none otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Shares have been registered under the 1933 ActSecurities as may be required by any securities commission, stock exchange 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 lawsother regulatory authority;
(nw) he understands the entering into of this Subscription Agreement and agrees that offers and sales the transactions contemplated hereby, will not result in a violation of any of the Shares prior terms or provisions of any law applicable 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 ofSubscriber, 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) if the Subscriber is not aware of any advertisement of a natural person, any of the 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 televisionSubscriber’s constating documents, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
(t) no person has made agreement to which the Subscriber any written is a party or oral representations:
(i) that any person will resell or repurchase any of the Sharesby which it is bound;
(iix) that any person will refund the purchase price of any none of the Shares;
(iii) as funds the Subscriber is using to purchase the future price or value Securities represent proceeds of any crime for the purposes of the Shares; or
Proceeds of Crime (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.Money Laundering)
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. 6.1 8.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, representations and warranties and covenants shall survive the Closing) that:
(a) he the Subscriber is not a U.S. Person;
(b) he the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he the decision to execute this Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the Securities and Exchange Commission (the "SEC") in compliance, or intended compliance, with applicable securities legislation;
(d) 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;
(de) he the Subscriber is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(ef) he the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(fg) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gh) he 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 his 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;
(hi) he the Subscriber (i) has adequate net worth and means of providing for his 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;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he the Subscriber shall promptly notify the Company;
(k) he the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(l) 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;
(lm) he the Subscriber is not an underwriter of, or dealer in, any of the common shares of the Company, nor is the Subscriber an affiliate of any underwriter of, or dealer in, any of the shares of the Company and the Subscriber is not participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(mn) he understands and agrees that none the Subscriber is not a registered broker or dealer, nor is it an affiliate of the Shares have been a registered under the 1933 Act, broker 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 lawsdealer;
(no) he the Subscriber understands and agrees that offers and sales of any of the Shares (and any of the common shares into which they may be converted) 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 Restricted Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he understands therefrom and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are each case only in compliance accordance with the provisions of the 1933 Actapplicable state and provincial securities laws;
(p) he the Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares (and any of the common shares into which they may be converted) 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) if he the Subscriber (i) is acquiring 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 as a fiduciary or agent for one or more investor accounts, he and the Company; and (iii) has sole the ability to bear the economic risks of its prospective investment discretion with respect to each such account and he has full power to make can afford the foregoing acknowledgments, representations and agreements on behalf complete loss of such accountinvestment;
(r) he the Subscriber acknowledges that he it has not acquired the Shares as a result of, and will not himself 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 SharesShares (and any of the common shares into which they may be converted); provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares (or any of the common shares into which they may be converted) pursuant to registration of any of the Shares pursuant to thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 8.2 The Subscriber hereby covenants with the Company (which covenants shall survive the Closing) that:
(a) the Subscriber understands and agrees not to engage in any hedging transactions involving any of the Shares (or any of the common shares into which they may be converted) 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;
(b) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 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; and
(c) the Subscriber will not offer or sell any of the Shares (or any of the common shares into which they may be converted) 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.
8.3 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 (Biopack Environmental Solutions Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 The Subscriber hereby represents and warrants to to, and covenants with with, the Company (Company(on its own behalf and, if applicable, on behalf of each principal for which it is acting as an agent), which representations, warranties and covenants shall survive the Closing) , that:
(a) he is not a U.S. Person;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he 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 if 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) he is purchasing the Shares Units as principal for investment purposes only and not with a view to resale or distribution andits own account, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he it is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;All Subscribers
(i) he (i) is able to fend purchasing such securities for himself in investment only and not for the Subscription; benefit of any other person or for resale, distribution or other disposition of the Securities, and
(ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment resident in the Shares and the Company; and United Kingdom,
(iii) has a member of one of the ability to bear the economic risks categories of his prospective investment and can afford the complete loss applicable English law in respect of such investment;which stamp duty or stamp duty reserve tax is not payable,
(jiv) he understands not subscribing for the Units as nominee or agent of, and agrees that the Company is not itself, a person who is or may be liable to notify and others will rely upon the truth and accuracy account for stamp duty or stamp duty reserve tax at any of the acknowledgements, representations increased rates referred to in sections 67 to 72 inclusive 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, he shall promptly notify the Company;
(k) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement sections 93 to 97A inclusive of the Subscriber enforceable against the Subscriber in accordance with its terms;
Finance Xxx 0000 (lDepositary Receipts and Clearance Services) he 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 otherwiseand, in the distribution event of any breach of this representation and warranty, neither the Company nor any Finder will have any liability to the Subscriber or other persons in respect of such duty or tax,
(v) of the Shares;kind of investor described in section 86(7) of the Financial Services and Markets Xxx 0000 (the “FSMA”) and falls within one or more of the categories of investors set out in Article 19 (Investment Professionals) or Article 49 (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 or are a person otherwise lawfully authorized to receive such financial promotions,
(mvi) he understands purchasing the Units for investment only and agrees that none will not make any offer to the public thereof as described in Schedule 11 to the FSMA,
(vii) aware any Finder is not acting for the Subscriber and it does not expect the Finder to have any duties or responsibilities towards Subscriber for providing the protections afforded to customers or clients under the Conduct of Business Sourcebook of the Shares have been registered Financial Services Authority (“FSA”) or advising the Subscriber with regard to the Private Placement, and the Subscriber is not, and will not be, a customer or client of the Finder as defined by the FSA Conduct of Business Sourcebook and the Finder will not treat any payment by the Subscriber pursuant to this Agreement as client money governed by the FSA Conduct of Business Sourcebook, and
(viii) aware of its obligations under the 1933 ActCriminal Justice Xxx 0000 and, or in connection with money laundering, under any state securities or "blue sky" laws the Money Laundering Regulations 2003, the Proceeds of any state Crime Xxx 0000 and the Money Laundering Sourcebook of the United StatesRules of the FSA (collectively, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except “Regulations”) and it has identified its clients 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 Regulations and in each case only in accordance complied with applicable state and provincial securities laws;
(n) he 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, its obligations pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S.Regulations,
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Silvermex Resources Inc)
Representations, Warranties and Covenants of the Subscriber. 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closingclosing of the Offering) that:
(a) he 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, (iii) is not a U.S. Personable to bear the economic risks of an investment in the Securities for an indefinite period of time, and (iv) can afford the complete loss of such investment;
(b) he all information contained in this Agreement is not acquiring complete and accurate and may be relied upon by the Shares for Company, and the account or benefit of, directly or indirectly, Subscriber will notify the Company immediately of any U.S. Personmaterial change in any such information occurring prior to the closing of the purchase of the Units;
(c) he 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) he is purchasing the Shares as principal Units for its own account for investment purposes only and not with for the account of any other person and not for distribution, assignment or resale to others, and no other person has a view to resale direct or distribution andindirect beneficial interest in such Units, in particular, he and the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares not subdivided his interest in the United States or to U.S. PersonsUnits with any other person;
(ed) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(ge) he the Subscriber has received and carefully read this Agreement;
(f) the Subscriber has made an independent examination and investigation of an investment in the Shares Units and the Company and has depended on the advice of his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's ’s decision to invest in the Shares Securities and the Company;
(hg) he (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 Shares for an indefinite period of time;
(i) he (i) Subscriber is able to fend for himself itself in the Subscription; (ii) Subscription and has such the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares Securities and the Company; Company and the Subscriber is providing evidence of such knowledge and experience in these matters;
(iiih) the Subscriber has the ability legal capacity and competence to bear enter into and execute this Agreement and to take all actions required pursuant hereto and, if the economic risks Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of his prospective investment its jurisdiction of incorporation and can afford all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the complete loss Subscriber;
(i) the entering into of such investmentthis Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(j) he 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, he shall promptly notify the Company;
(k) he 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;
(lk) he 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;
(ml) he the Subscriber understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(nm) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(q) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sn) the Subscriber is not aware of any advertisement of any of the Shares 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;
(to) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system;
(p) the Subscriber is not a U.S. Person;
(q) 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 purchase 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,
(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
(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;
(r) the Subscriber is outside the United States when receiving and executing this Agreement;
(s) 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; and
(t) the Subscriber acknowledges that it has not acquired the Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein.
6.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.S promulgated under the 1933 Act and for the purpose of the Agreement includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Sweetwater Resources, Inc.)
Representations, Warranties and Covenants of the Subscriber. 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) he 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, (iii) is not a U.S. Personable to bear the economic risks of an investment in the Shares for an indefinite period of time, and (iv) can afford the complete loss of such investment;
(b) he if applicable, all information contained in the Questionnaires is not acquiring complete and accurate and may be relied upon by the Shares for Company, and the account or benefit of, directly or indirectly, Subscriber will notify the Company immediately of any U.S. Personmaterial change in any such information occurring prior to the closing of the purchase of the Shares;
(c) he 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) he is purchasing the Shares as principal for its own account for investment purposes only and not with for the account of any other person and not for distribution, assignment or resale to others, and no other person has a view to resale direct or distribution andindirect beneficial interest is such Shares, and the Subscriber has not subdivided his interest in particular, he has no intention to distribute, either directly or indirectly, any of the Shares with any other person;
(d) the Subscriber (i) is able to fend for itself in the United States or Subscription; (ii) has such knowledge and experience in business matters as to U.S. Personsbe 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;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(f) the Subscriber has received and carefully read this Subscription Agreement;
(g) he 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 his its legal and financial advisors and agrees that the Company will not be responsible in any way anyway whatsoever for the Subscriber's ’s decision to invest in the Shares and the Company;
(h) he (i) the Subscriber 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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his the investment in the Shares and the Company; Company and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss Subscriber is providing evidence of such investmentknowledge and experience in these matters through the information requested in the Questionnaires;
(ji) he 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 Questionnaires and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he it shall promptly notify the Company;
(j) 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;
(k) he the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(l) 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;
(lm) he 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;
(mn) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the 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
(tq) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
6.2 In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.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 (Nexaira Wireless Inc.)
Representations, Warranties and Covenants of the Subscriber. 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) he the Subscriber is not a U.S. Person;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he 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 Agreement and the sale of the Shares to take all actions required pursuant hereto and, if the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from a corporate entity, it is duly incorporated and validly subsisting under the applicable securities legislation laws of the its jurisdiction of residence incorporation and all necessary approvals have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber;
(d) he the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if the Subscriber is purchasing a corporate entity, the Shares 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;
(e) the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(f) the Subscriber has received and carefully read this Agreement;
(g) the Subscriber is acquiring the Securities as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Personsdistribution;
(eh) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(gi) he the Subscriber has made an independent examination and investigation of an investment in the Shares Securities and the Company and has depended on the advice of his 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 Companyadvisors;
(hj) he the Subscriber (i) has adequate net worth and means of providing for his 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 Securities for an indefinite period of time;
(ik) he the Subscriber (i) is able to fend for himself in the Subscriptionitself; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his its prospective investment in the Shares and the CompanySecurities; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(jl) he 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, he shall promptly notify the Company;
(k) he 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;
(l) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(n) he 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the Shares 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;
(tn) 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;
(o) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system; and
(p) the Subscriber has provided to the Company, along with an executed copy of this Agreement:, and 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.S promulgated under the 1933 Act and for the purpose of the Agreement includes any person in the United States.
Appears in 1 contract
Samples: Debt Conversion Agreement (Online Disruptive Technologies, Inc.)
Representations, Warranties and Covenants of the Subscriber. 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) thatas follows:
(ai) he The Subscriber is not a U.S. Person;
(b) he is not acquiring the Shares Series D Stock being purchased by it hereunder for the account or benefit ofits own account, directly or indirectly, any U.S. Person;
(c) he 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) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or the distribution and, in particular, he has no intention to distribute, either directly or indirectly, any thereof within the meaning of the Shares in Securities Act of 1933, as amended (the United States or to U.S. Persons"Securities Act");
(eii) he The Subscriber understands that (i) the Series D Stock has not been, and that the Series D Reserved Shares will not be, registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act and (ii) the Series D Stock and the Series D Reserved Shares may not be sold unless such disposition is outside registered under the United States when receiving Securities Act or is exempt from registration;
(iii) The Subscriber further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Subscriber) promulgated under the Securities Act depends on the satisfaction of various conditions, and executing that, if applicable, Rule 144 may afford the basis for sales only in limited amounts;
(iv) The Subscriber has not employed any broker or finder in connection with the transactions contemplated by this Subscription Agreement;
(fv) he The Subscriber is aware that an investment "Accredited Investor" (as defined in Rule 501(a) under the Company is speculative and involves certain risks, including the possible loss of the entire investmentSecurities Act);
(gvi) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) The Subscriber has such knowledge and experience in financial and or business matters as to be that it is capable of evaluating the merits and risks of his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investmenttransactions contemplated by this Agreement;
(jvii) he understands The Subscriber has been furnished with any materials which the Subscriber has requested relating to the Company, its business and agrees that financial condition and the Company and others will rely upon the truth and accuracy offering of the acknowledgementsSeries D Stock, representations and agreements contained in this Subscription Agreement the Subscriber has been afforded an opportunity to ask questions and agrees that if any of receive answers concerning such acknowledgements, representations and agreements are no longer accurate or have been breached, he shall promptly notify the Companymatters;
(kviii) he The Subscriber has full power and authority without the consent or approval of any court, agency or other third party, to enter into and perform this Agreement. This Agreement has been duly authorized by all necessary action on the part of the Subscriber. When duly executed and delivered this Subscription Agreement and it constitutes will constitute a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(l) he 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;
(m) he 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 terms 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;
(n) he 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 extent that enforceability may be made in compliance with the safe harbor provisions set forth in Regulation Slimited by bankruptcy, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he 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;
(p) he 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(s) the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices insolvency or other communications published in any newspaper, magazine similar laws affecting creditors' rights generally 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
(t) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemequitable principles.
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. 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) he it has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is not a U.S. Personcorporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber;
(b) he the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if the Subscriber is not acquiring a corporate entity, the Shares for the account or benefit constating documents of, directly the Subscriber or indirectlyof any agreement, any U.S. Personwritten or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; provided that no representation or warranty is made in this paragraph (b) concerning the Columbia Agreements;
(c) he is resident in the jurisdiction set out under the heading "Name Subscriber has duly executed and Address of Subscriber" on the signature page of delivered this Subscription Agreement and the sale it constitutes a valid and binding agreement 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 enforceable against the Subscriber;
(d) he the Subscriber has received and carefully read this Agreement;
(e) the Subscriber is purchasing acquiring the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreementdistribution;
(f) he the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he 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 his 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 Companyadvisors;
(h) he the Subscriber (i) has adequate net worth and means of providing for his 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;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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 breachedbreached prior to the Closing, he the Subscriber shall promptly notify the Company;
(kj) he has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against (i) is able to fend for itself in the Subscriber Subscription; (ii) has such knowledge and experience in accordance with business matters as to be capable of evaluating the merits and risks of its termsprospective 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;
(lk) he 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;
(m) he 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 and in each case only in accordance with applicable state and provincial securities laws;
(nl) he understands by completing the Questionnaire, the Subscriber is representing and agrees warranting 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 it is an “Accredited Investor” as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth that term is defined in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(o) he understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions D of the 1933 Act;
(pm) he 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;
(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 Shares;
(o) 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) if he is acquiring the Shares as a fiduciary or agent for one or more investor accounts, he has sole investment discretion with respect to each such account and he has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(r) he acknowledges that he has not acquired the Shares as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sp) the Subscriber is not aware of any advertisement of any of the 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;
(tq) except as otherwise contemplated by this Agreement or the other Transaction Documents, no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system; and
(r) 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 Exhibits 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 Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.S promulgated under the 1933 Act and for the purpose of the Agreement includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Counterpath Corp)
Representations, Warranties and Covenants of the Subscriber. 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) he it is not a U.S. Person;
(b) he it is not acquiring the Shares Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he it is resident in acquiring 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) he is purchasing the Shares as principal Securities for investment purposes only and not with a view to resale or distribution and, in particular, he it has no intention to distribute, distribute either directly or indirectly, indirectly any of the Shares Securities in the United States or to U.S. Persons;
(ed) he it is outside the United States when receiving and executing this Subscription AgreementAgreement and is acquiring the Securities as principal for its 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;
(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 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;
(f) he is aware that an investment the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the Company is speculative and involves certain risks, including the possible loss violation of any of the entire investmentterms and provisions of any law applicable 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;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he (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 Shares for an indefinite period of time;
(i) he (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 his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he 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, he shall promptly notify the Company;
(k) he 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;
(lh) he it is not an underwriter of, or dealer in, the common shares Securities of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities;
(mi) he it understands and agrees that none of the Shares Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities lawsAct;
(nj) he it understands and agrees that offers and sales of any of the Shares Securities prior to the expiration of a period of one year after the date of original issuance of the Shares Securities (the one year period hereinafter referred to as the "Distribution Compliance Restricted 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 Restricted Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom;
(ok) he it understands and agrees not to engage in any hedging transactions involving any of the Shares Securities unless such transactions are in compliance with the provisions of the 1933 Act;
(pl) he it understands and agrees that the Company will refuse to register any transfer of the Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
(qm) it (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) if he it is acquiring the Shares Securities as a fiduciary or agent for one or more investor accounts, he it has sole investment discretion with respect to each such account and he it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(ro) he 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;
(p) it acknowledges that he it has not acquired the Shares Securities as a result of, and will not himself 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 securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(sq) the Subscriber is not aware of any advertisement of any of the 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 advertisingSecurities; and
(tr) no person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the SharesSecurities;
(ii) that any person will refund the purchase price of any of the SharesSecurities;
(iii) as to the future price or value of any of the SharesSecurities; or
(iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system.
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 (Urex Energy Corp.)
Representations, Warranties and Covenants of the Subscriber. 6.1 (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(ai) he the Subscriber is not a U.S. Person;
(bii) he 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 not acquiring the Shares for the account or benefit ofa corporation, directly or indirectly, any U.S. Person;
(c) he it is resident in the jurisdiction set out duly incorporated and validly subsisting under the heading "Name laws of its jurisdiction of incorporation and Address of Subscriber" on the signature page all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance 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 on behalf of the Subscriber;
(diii) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares 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 Shares and the Company;
(h) he Subscriber (i) has adequate net worth and means of providing for his 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 Securities for an indefinite period of time;
(iiv) he (i) is able to fend for himself in the Subscription; (ii) Subscriber has such knowledge made an independent examination and experience in financial and business matters as to be capable investigation of evaluating the merits and risks of his an investment in the Shares Securities and the Company; Company and (iii) has depended on the ability to bear the economic risks advice of his prospective investment its legal and can afford the complete loss of such investment;
(j) he understands 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 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, he shall promptly notify the Company;
(kv) he 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, 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;
(vii) 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;
(lviii) he 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;
(m) he it understands and agrees that none of the Shares Securities have been registered under the 1933 Act, Act or under any state securities or "blue sky" laws of any state of the United Stateslaws, and, unless so registered, none may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons (as defined herein) 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 Registration Requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(nix) he understands it is purchasing the Securities for its own account for investment purposes only and agrees that offers and sales not for the account of any of the Shares prior other person and not for distribution, assignment or resale 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 therefromothers, and that all offers no other person has a direct or indirect beneficial interest is such Securities, and sales after the Restricted Period shall be made only Subscriber has not subdivided his interest in compliance the Securities with the registration provisions of the 1933 Act or an exemption therefromany other person;
(ox) he understands it is able to fend for itself in the Subscription and agrees not has the ability to engage in any hedging transactions involving any bear the economic risks of its prospective investment and can afford the Shares unless complete loss of such transactions are in compliance with the provisions of the 1933 Actinvestment;
(p) he 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;
(qxi) if he it is acquiring the Shares Securities as a fiduciary or agent for one or more investor accounts, he it has sole investment discretion with respect to each such account and he it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(rxii) he acknowledges it understands and agrees that he has not acquired the Shares as a result ofCompany and others will rely upon the truth and accuracy of the acknowledgments, representations and will not himself engage in, any "directed selling efforts" (as defined agreements contained in Regulation S under the 0000 Xxx) in the United States in respect of sections 6 and 7 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 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 securities laws or under an exemption from such registration requirements and as otherwise provided hereinCompany;
(sxiii) the Subscriber is not aware of any advertisement of any of the Shares 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 radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and;
(txiv) no person has made to the Subscriber any written or oral representations:
(i) A. that any person will resell or repurchase any of the SharesSecurities;
(ii) B. that any person will refund the purchase price of any of the SharesSecurities;
(iii) C. as to the future price or value of any of the SharesSecurities; or
(iv) D. that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system.
6.2 (b) In this Subscription Agreement, the term "“U.S. Person" ” shall have the meaning ascribed thereto in Regulation S.S and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Monumental Marketing Inc)
