Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that: (a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides; (b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation; (c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c): (i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or (ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription; (d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States; (e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act; (f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act); (g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation; (h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation; (i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing; (j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and (k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 3 contracts
Samples: Subscription Agreement (Api Electronics Group Inc), Subscription Agreement (Api Electronics Group Inc), Subscription Agreement (Api Electronics Group Inc)
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement subscription agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or and is a resident ofin, Switzerland Liechenstein (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United StatesLichtenstein, any corporation or partnership incorporated or organized under the laws of the United StatesLichtenstein, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):Lichtenstein respecting:
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement subscription agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation;
(i) this Subscription Agreement agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 2 contracts
Samples: Subscription Agreement (Api Electronics Group Inc), Subscription Agreement (Api Electronics Group Inc)
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland The Republic of Panama (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation;
(i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 2 contracts
Samples: Subscription Agreement (Api Electronics Group Inc), Subscription Agreement (Api Electronics Group Inc)
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland ---------------------------------------------------------------------- (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation;
(i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 2 contracts
Samples: Subscription Agreement (Api Electronics Group Inc), Subscription Agreement (Api Electronics Group Inc)
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement subscription agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or and is a resident ofin, Switzerland the British Virgin Islands (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United StatesBritish Virgin Islands, any corporation or partnership incorporated or organized under the laws of the United StatesBritish Virgin Islands, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):British Virgin Islands respecting:
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement subscription agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation;
(i) this Subscription Agreement agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. 6.1 The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such Company (which representations, warranties and covenants in making its decision to enter into this Subscription Agreement shall survive the Closing) that:
(a) if the Subscriber sells has the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident legal capacity and does not trigger (i) any obligation competence to prepare enter into and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme and to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distributetake all actions required pursuant hereto and, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) if the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber a corporation, it is duly incorporated, organized incorporated and validly subsisting under the laws of the its jurisdiction of incorporation and all necessary approvals by its incorporationdirectors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(kb) the entering into of this Subscription Agreement and the completion of the transaction transactions contemplated hereby will do not result in the violation of any of the terms and provisions of any law applicable to, to the Subscriber or the constating documents Company in the jurisdiction of the Subscriber Subscriber's residence or of any agreement, written or oral, to which the Subscriber is 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 and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(d) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(e) if the Subscriber is resident in British Columbia or Alberta, and is not an Accredited Investor, the Subscriber is (CHECK ONE OR MORE OF THE FOLLOWING BOXES):
(A) a director, officer, employee or control person of the [ ] Company
(B) a spouse, parent, grandparent, brother, sister or child [ ] of a director, senior officer or control person of the Company
(C) a close personal friend of a director, senior officer [ ] or control person of the Company
(D) a close business associate of a director, senior [ ] officer or control person of the Company
(f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(e) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : ------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- (FILL IN THE NAME OF EACH DIRECTOR. SENIOR OFFICER AND CONTROL PERSON WHICH YOU HAVE THE ABOVE-MENTIONED RELATIONSHIP WITH).
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement;
(i) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(j) the Subscriber is 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;
(k) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber's own account (except for the circumstances outlined in paragraph 6.1(n)) 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;
(l) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(m) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(n) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts:
(i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and
(ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an "Accredited Investor", as the term is adopted by the British Columbia and Alberta Securities Commissions;
(o) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of the Shares xxxxx xould include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(p) the Subscriber is not aware of any advertisement of any of the Shares; 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 Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland Greece (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation;
(i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland Mexico (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation;
(i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland The British Virgin Islands (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation;
(i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland ---------------------------------------------------------------------- (and, without limiting the -- generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation;
(i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland Hong Kong (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation;
(i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. 3.1 The Subscriber hereby represents and represents, warrants to and covenants with to the CorporationCompany (on its own behalf and, acknowledging that the Corporation is relying upon such for certainty, on behalf of each Disclosed Principal, if applicable) (which representations, warranties and covenants are true and correct as at the date hereof and shall survive the Closing Date) the following, and acknowledges that the Company and its counsel are relying on such representations and warranties in making its decision to enter into this Subscription Agreement thatconnection with the transactions contemplated herein:
(a) if the Subscriber sells is resident, or if not an individual, has a head office, in the Purchased Securities, it will comply with jurisdiction indicated on the securities legislation cover page of this Subscription Agreement and such address was not created and is not used solely for the purpose of acquiring Shares. The purchase by and sale to the Subscriber of the Shares, and any act, solicitation, conduct or negotiation directly or indirectly in furtherance of such purchase or sale (whether with or with respect to the Subscriber or any Disclosed Principal) has occurred only in such jurisdiction and in which said Subscriber residesthe jurisdiction of the Disclosed Principal and the investment manager, if any, of the Subscriber;
(b) the Subscriber will not become a “control person” within the meaning of Canadian Securities Laws (generally meaning a person controlling more than 20% of the outstanding Shares) by virtue of the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident Shares, and does not trigger (i) any obligation intend to prepare and file a prospectus or similar document, or act in concert with any other report with respect person to such purchase, and (ii) any registration or other obligation on the part form a control group of the CorporationCompany in connection with the acquisition of the Shares;
(c) the Subscriber is incorporated under an “accredited investor” within the meaning of NI 45 106, it is not an individual and it was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the Subscriber Certificate, and the Subscriber has concurrently executed and delivered to the Company the Subscriber Certificate in the form attached as Schedule A to this Subscription Agreement;
(d) if the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person:
(i) the Subscriber agrees to the additional terms in the United States Purchasers Representation Letter attached as Schedule B hereto; and
(ii) the Subscriber (and, if applicable, such beneficial purchaser) is a U.S. Accredited Investor and the Subscriber has completed Schedule B hereto and has identified in Schedule B the appropriate category of U.S. Accredited Investor that correctly and in all respects describes the Subscriber (and, if applicable, such beneficial purchaser);
(e) if the Subscriber is resident in or otherwise subject to the securities laws of a jurisdiction outside of Canada and the United States (the “International Jurisdiction”), then:
(i) the Subscriber is knowledgeable of, or is a resident ofhas been independently advised as to, Switzerland (and, without limiting the generality any applicable securities laws of the foregoingInternational Jurisdiction which would apply to this subscription;
(ii) the Company is offering and selling the Shares and the Subscriber is purchasing the Subscriber Shares pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the International Jurisdiction or, if such is not a "applicable, the Company is permitted to offer and sell the Subscriber Shares and the Subscriber is permitted to purchase the Subscriber Shares under the applicable securities laws of such International Jurisdiction without the need to rely on exemptions;
(iii) the applicable securities laws of the International Jurisdiction do not require the Company to prepare and/or file any documents or be subject to ongoing reporting requirements or seek any approvals of any kind whatsoever in respect of the offer and sale of the Shares to the Subscriber from any regulatory authority of any kind whatsoever in the International Jurisdiction or any other securities laws to which the Subscriber is subject; and
(iv) the Subscriber will not sell, transfer or dispose of any Securities except in accordance with all applicable laws, including applicable Canadian Securities Laws, the U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, Act or any natural person resident applicable state securities laws in the United States, and the Subscriber acknowledges that the Company shall have no obligation to register any corporation such purported sale, transfer or partnership incorporated or organized disposition which violates such applicable laws;
(f) the Subscriber acknowledges that (i) the Shares have not been and will not be registered under the U. S. Securities Act or the applicable securities laws of any state of the United States, (ii) the Shares may not be offered or any estate sold, directly or trust of which any executorindirectly, administrator in the United States or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units to or for the account or benefit of any U.S. Person U. S. Persons or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out persons in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S States without registration under the U.S. Securities Act) Act and the Subscriber did not execute this Subscription Agreement in any applicable securities laws of any state of the United StatesStates or compliance with requirements of an exemption from registration and, accordingly, the Shares are or will be when issued, as applicable, “restricted securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act, and (iv) the Company has no present intention of filing a registration statement under the U.S. Securities Act in respect of the Shares, except as contemplated under Section 5.9;
(eg) to the activities Subscriber’s knowledge, the current structure of the Subscriber Private Placement and all transactions and activities contemplated hereunder are is not a scheme to avoid the registration requirements of the U.S. U. S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber acknowledges that:
(i) no prospectus has been or is duly incorporatedintended to be filed by the Company with the Ontario Securities Commission or any other securities commission in connection with the issuance of the Shares,
(ii) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities,
(iii) there is no government or other insurance covering the Securities and there are risks associated with the purchase of the Securities,
(iv) there are restrictions on the Subscriber’s ability to resell the Securities imposed by applicable Canadian Securities Laws and U.S. securities laws and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before reselling such Securities, organized and
(v) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus (and validly subsisting in the case of Subscribers who are not subject to Canadian Securities Laws, to sell securities through a person registered to sell securities under Canadian Securities Laws), and as a consequence of acquiring the Shares pursuant to this exemption:
(A) certain protections, rights and remedies provided by Canadian Securities Laws and any other applicable securities laws, including statutory rights of rescission or damages, will not be available to the Subscriber;
(B) the Subscriber may not receive information that might otherwise be required to be provided to the Subscriber under Canadian Securities Laws and any other applicable securities laws, if the exemption was not being used; and
(C) the Company is relieved from certain obligations that would otherwise apply under the laws of the jurisdiction of its incorporationapplicable Canadian Securities Laws and any other applicable securities laws, if an exemption was not being used;
(i) the Subscriber has not received, nor has the Subscriber requested, nor does the Subscriber have any need to receive, any offering memorandum, or any other document describing the business and affairs of the Company in order to assist the Subscriber in making an investment decision in respect of the Shares and the Subscriber has not become aware of any advertisement in printed media of general and regular paid circulation, radio or television with respect to the distribution of the Shares;
(j) except for knowledge of the Private Placement, the Subscriber has no knowledge of a “material fact” or “material change” (as those terms are defined under applicable Canadian Securities Laws) in respect of the Company that has not been generally disclosed to the public;
(k) the Subscriber’s decision to subscribe for the Shares was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to fact made by or on behalf of the Company and their respective directors, officers, employees, agents and representatives other than the Company’s representations set forth in this Agreement. The Subscriber’s decision to subscribe for the Shares was based solely upon this Subscription Agreement (including the Company’s representations set forth in this Subscription Agreement) and information about the Company which is publicly available;
(l) counsel to the Company, Xxxxx & XxXxxxxx LLP and Xxxxxxx Procter LLP, and their respective directors, officers, employees, agents, partners and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information concerning the Company or as to whether all information concerning the Company that is required to be disclosed or filed by the Company under the Canadian Securities Laws and any applicable securities laws has been so disclosed or filed;
(m) the Subscriber acknowledges that 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 acknowledges that
(i) it has been independently advised as to restrictions with respect to trading in the Securities imposed by securities legislation in the jurisdiction in which the Subscriber resides, and
(ii) no representation has been made to the Subscriber by or on behalf of the Company with respect to the resale of the Securities except as set forth herein;
(o) the Subscriber will not resell the Securities, except in accordance with the provisions of applicable Canadian Securities Laws and Exchanges’ rules and policies and any other applicable securities laws;
(p) the Subscriber understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of applicable Canadian Securities Laws and any other applicable securities laws, the Shares subscribed for hereunder will be subject to the following restriction on transfer and any certificates representing such Shares and the Underlying Shares, if issued prior to the expiry of the applicable hold periods, and any certificates issued in exchange or, if applicable, transfer, therefor or in substitution thereof, will bear the following legends in addition to any other U.S. legends that may be required to be endorsed thereon as expressly provided in this Agreement: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS PLUS ONE DAY FROM THE CLOSING DATE].”; and with respect to the Common Shares and Underlying Shares, “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE, HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.”
(q) the Subscriber consents to the Company making a notation on its records or giving instruction to the registrar and transfer agent of the Company’s securities in order to implement the restrictions on transfer set forth and described herein;
(r) the Subscriber understands and agrees that (i) so long as the Shares and the Underlying Shares are subject to any restriction on transfer, such Securities cannot be traded through the facilities of the Exchanges since such Securities are not freely transferable and consequently are not “good delivery” in settlement of transactions on the Exchanges, and (ii) the Exchanges would deem the selling security holder to be responsible for any loss incurred on a sale made by the seller in such Securities;
(s) the Subscriber has not received, nor does it expect to receive, any financial assistance from the Company, directly or indirectly, in respect of the Subscriber’s subscription for the Shares;
(t) if the Subscriber is an individual, the Subscriber is of the full age of majority and is legally competent to execute this Subscription Agreement and take all action pursuant hereto;
(u) if the Subscriber is a corporation, partnership, unincorporated association or other entity, it has the legal capacity to enter into and be bound by this Subscription Agreement and the Subscriber further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained in connection with the Subscriber’s purchase of the Shares;
(v) this Subscription Agreement has been duly and validly authorized, executed and delivered by, by and constitutes a legal, valid, binding and enforceable obligation ofof the Subscriber (except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law);
(w) if the Subscriber is acting as agent or trustee (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documents in connection with such subscription on behalf of such principal, and this Subscription Agreement has been duly and validly authorized, executed and delivered by or on behalf of, and, when accepted by the Company, will constitute a legal, valid and binding obligation enforceable in accordance with the terms hereof (subject to bankruptcy, insolvency and other laws limiting the enforceability of creditors’ rights and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction) against, such principal;
(x) if the Subscriber is not subscribing as principal, the Subscriber acknowledges that the Company may be required by law to disclose to applicable securities regulatory authorities or stock exchanges information concerning the identities of each beneficial subscriber purchaser for whom the Subscriber is purchasingacting hereunder;
(jy) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's has such knowledge and experience and in financial and business acumen or affairs as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is to be capable of evaluating the merits and risks of its the Subscriber’s investment herein and is able to bear the economic risk risks of loss of its entire the Subscriber’s investment; and;
(kz) the entering into Subscriber realizes that an investment in the Shares involves a high degree of this Subscription Agreement risk and will be a highly speculative investment;
(aa) if required by the completion TSX, the Subscriber will execute, deliver, file and otherwise assist the Company in filing, such reports, undertakings and other documents with respect to the issue of the transaction contemplated hereby Shares as may be required by the TSX;
(bb) the funds representing the aggregate subscription price for the Shares will not result in represent proceeds of crime for the violation of any purposes of the terms and provisions Proceeds of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.Crime (Money
Appears in 1 contract
Samples: Subscription Agreement (Trillium Therapeutics Inc.)
Representations, Warranties and Covenants of the Subscriber. The Subscriber Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom it is acting, hereby represents and warrants to to, and covenants with with, the Corporation, acknowledging Corporation and the Underwriter as follows as at the date hereof and as at the Closing Time and acknowledges that the Corporation is and the Underwriter, and their respective counsel, are relying upon on such representations, representations and warranties and covenants in making its decision to enter into this Subscription Agreement thatconnection with the transactions contemplated herein:
(a) The Subscriber and (if applicable) each beneficial purchaser for whom it is acting is resident or, if not an individual, has its head office, in the jurisdiction set out on the face page of this Subscription Agreement. The address set forth on the face page of this Subscription Agreement is the residence or place of business of the Subscriber, or the residence or place of business of any beneficial purchaser for whom the Subscriber sells is acting, and such address was not obtained or used solely for the Purchased Securities, it will comply with purpose of acquiring Common Shares and the securities legislation of the jurisdiction Subscriber and any beneficial purchaser was solicited to purchase Common Shares solely in which said Subscriber resides;such jurisdiction.
(b) the purchase of the Purchased Units by the The Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as that term is defined in Rule 902(o) of by Regulation S ("Regulation S") promulgated by under the United States U.S. Securities and Exchange Commission and meaningAct, generallywhich definition includes, any natural person but is not limited to, an individual resident in the United States, an estate or trust of which any corporation executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated or organized under the laws of the United States, States (or any estate or trust of which any executor, administrator or trustee is a U.S. PersonState thereof), ) and the Subscriber is not purchasing acquiring the Purchased Units Common Shares for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any a U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):United States.
(ic) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made The Common Shares have not been offered to the Subscriber in the "United States" , and the individuals making the order to purchase the Common Shares and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the order was placed and this Subscription Agreement was executed and delivered.
(as defined d) The Subscriber undertakes and agrees that it will not offer or sell the Common Shares in the United States unless such shares are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or another exemption from such registration requirements is available, and further that it will not resell the Common Shares except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules.
(e) The Subscriber will not engage in hedging transactions with regard to the Common Shares unless conducted in compliance with the U.S. Securities Act.
(f) The Subscriber acknowledges that the Corporation and its transfer agent will refuse to register any transfer of any of the Common Shares not made in accordance with the provisions of Regulation S of the U.S. Securities Act, pursuant to an available exemption from registration under the U.S. Securities Act or under an effective registration statement under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);.
(g) If the Subscriber is at arm's length to resident in Canada, the Subscriber, on its own behalf and (if applicable) on behalf of each beneficial purchaser for whom it is not an acting, represents, warrants and certifies as set out in Schedule "insiderA" hereto and further certifies that the Subscriber and (if applicable) each such beneficial purchaser, as the case may be, falls into one or more of the categories of prospectus exempt purchasers listed in Schedule "A" hereto (as such term is defined specified by the Securities Act (OntarioSubscriber in such Schedule)) of the Corporation;.
(h) If the Subscriber is resident in the United Kingdom, the Subscriber, on its own behalf and (if applicable) on behalf of each beneficial purchaser for whom it is acting, represents, warrants and certifies as set out in Schedule "B" hereto.
(i) If the Subscriber is resident outside of Canada, the United States and the United Kingdom, the Subscriber, on its own behalf and (if applicable) on behalf of each beneficial purchaser for whom it is acting, represents, warrants and certifies as set out in Schedule "C" hereto.
(j) The Subscriber has duly and properly completed, executed and delivered to the Corporation within applicable time periods, the certificate and form set forth in Schedule "A", Schedule "B" or Schedule "C" hereto, as applicable, and the representations, warranties and certifications contained therein are true and correct as at the date hereof and will be true and correct at the Closing Time.
(k) The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for and purchase of the Subscribed Shares and the completion of the transactions described herein by the Subscriber will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber or any beneficial purchaser for whom the Subscriber is acting, the Securities Laws or any other laws applicable to the Subscriber or any beneficial purchaser for whom the Subscriber is acting, any agreement to which the Subscriber or any beneficial purchaser for whom the Subscriber is acting is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber or any beneficial purchaser for whom the Subscriber is acting.
(l) The Subscriber is subscribing for the Subscribed Shares as principal for its own account and not for the benefit of any other Person (within the meaning of applicable Securities Laws) and not with a view to the resale or distribution of all or any of the Subscribed Shares, or if it is not subscribing as principal, it acknowledges that the Corporation may be required by law to disclose to certain regulatory authorities the identity of each beneficial purchaser of the Subscribed Shares for whom it is acting and agrees to provide such information.
(m) In the case of a subscription for the Subscribed Shares by the Subscriber acting as trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, the Subscriber is duly incorporatedand properly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such beneficial purchaser, organized who is subscribing as principal for its own account, not for the benefit of any other Person and validly subsisting under not with a view to the laws resale or distribution of the jurisdiction of its incorporation;
(i) Subscribed Shares, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement of such principal, enforceable in accordance with its terms against such principal, and the Subscriber acknowledges that the Corporation and/or the Underwriter may be required by law to disclose the identity of such beneficial purchaser for whom the Subscriber is acting and agrees to provide information as the Corporation and/or the Underwriter may be required to disclose.
(n) In the case of a subscription for the Subscribed Shares by the Subscriber acting as principal, this Subscription Agreement has been duly and properly authorized, executed and delivered by, and constitutes a legal, valid, valid and binding and enforceable obligation agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber or the and (if applicable) any beneficial subscriber for whom purchaser on whose behalf the Subscriber is purchasingacting.
(o) If the Subscriber is:
(i) a corporation, the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Subscription Agreement, to subscribe for the Subscribed Shares as contemplated herein and to observe and perform its obligations under the terms of this Subscription Agreement;
(jii) a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement on behalf of such organization and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof; or
(iii) an individual, the Subscriber is capable of assessing the proposed full age of majority and is legally competent to execute this Subscription Agreement and to observe and perform his or her covenants and obligations hereunder.
(p) Other than the Underwriter (and any group of investment dealers managed by the Underwriter for the purposes of offering the Common Shares for sale), there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder's fee. If any person claims that any fee or other compensation is payable by the Corporation or the Underwriter in connection with this subscription for the Subscribed Shares, the Subscriber covenants to indemnify and hold harmless the Corporation and the Underwriter with respect thereto and with respect to all costs reasonably incurred in the defence thereof.
(q) The Subscriber is not, with respect to the Corporation or any of its affiliates, a Control Person and will not become a Control Person by virtue of the purchase of the Subscribed Shares, and does not intend to act in concert with any other person to form a Control Person of the Corporation.
(r) The Subscriber is not purchasing Common Shares with knowledge of any material fact or information concerning the Corporation which has not been generally disclosed to the public.
(s) No person has made to the Subscriber any written or oral representations:
(i) that any person will resell or repurchase any of the Common Shares;
(ii) that any person will refund the Subscription Price; or
(iii) as to the future price or value of the Common Shares.
(t) This subscription for Common Shares has not been made through or as a result of, and the distribution of Common Shares is not being accompanied by, any form of advertisement, including, without limitation, in printed public media, radio, television, internet or telecommunications, including electronic display, or as part of a general solicitation.
(u) None of the funds the Subscriber is using to purchase the Subscribed Shares is, to the knowledge of the Subscriber, proceeds obtained or derived, directly or directly, as a result of illegal activities.
(v) The delivery of this subscription, the acceptance hereof by the Corporation and the issuance of Subscribed Shares to the Subscriber complies with all applicable laws of the Subscriber's experience jurisdiction of residence and financial domicile and business acumen or as a result of advice received from a registered person other than will not cause the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein officers or directors to become subject to or require any disclosure, prospectus or other reporting requirement to which the Corporation is not currently subject and which is able to bear the economic risk of loss of its entire investment; andnot otherwise contemplated in this Subscription Agreement.
(kw) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which If the Subscriber is a party corporation, syndicate, partnership or by which other form of entity (other than an investment fund, as defined in National Instrument 45-106), the Subscriber was not created or is boundnot being used solely to purchase or hold the Subscribed Shares and has a bona fide purpose other than investing in the Subscribed Shares.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland The Republic of Liberia (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation;
(i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland Barbados (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation;
(i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland Belize (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation;
(i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 1 contract
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland The Bahamas (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no intention to distribute, and shall not transfer, either directly or indirectly, until after 41 days from the Closing Date, any of the Purchased Securities to any person within the United States or to "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act);
(g) the Subscriber is at arm's length to and is not an "insider" (as such term is defined by the Securities Act (Ontario)) of the Corporation;
(h) the Subscriber is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation;
(i) this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber or the beneficial subscriber for whom the Subscriber is purchasing;
(j) the Subscriber is capable of assessing the proposed investment contemplated herein as a result of the Subscriber's experience and financial and business acumen or as a result of advice received from a registered person other than the Corporation or any affiliates thereof, and is capable of evaluating the merits and risks of its investment herein and is able to bear the economic risk of loss of its entire investment; and
(k) the entering into of this Subscription Agreement and the completion of the transaction contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Subscriber or of any agreement, written or oral, to which the Subscriber is a party or by which the Subscriber is bound.
Appears in 1 contract