Resale Restrictions and Legending of Securities Sample Clauses

Resale Restrictions and Legending of Securities. 7.1 The Purchaser acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available 7.2 The Purchaser further acknowledges that the Securities will be subject to restrictions on resale imposed by NI 45-102, which in Canada will be four months and one day from the Closing Date. 7.3 The Purchaser agrees to consult his own legal advisors regarding the statutory resale restrictions applicable to the Securities before the resale of any of the Securities. 7.4 The certificates representing the Securities will bear a legend denoting the resale restrictions imposed by NI 45-102, the 1933 Act and other applicable securities legislation. The Purchaser agrees to sell, assign, or transfer the Securities only in accordance with these legends. 7.5 The Purchaser acknowledges and agrees that: (a) the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and (c) the Warrants may not be exercised in the United States or otherw...

Resale Restrictions and Legending of Securities. 11.1 The Investor acknowledges that any resale of the Securities will be subject to resale restrictions contained in the Applicable Securities Laws applicable to the Corporation, the Investor or any proposed transferee. The certificates representing the Debentures will bear legends substantially in the following forms: NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. Common Shares issued upon conversion of the Debenture(s) shall bear legends substantially in the following forms: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, (B) TO THE CORPORATION, (C) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, IF AVAILABLE, OR (E) IN A TRANSACTION THAT DOES NOT OTHERWISE REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS IF AN OPINION OF COUNSEL, OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION, HAS BEEN PROVIDED TO THE CORPORATION TO THAT EFFECT. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE SECURITIES LAWS.

Resale Restrictions and Legending of Securities. 8.1 The Investor acknowledges that any resale of the Securities will be subject to resale restrictions contained in the Applicable Securities Laws applicable to the Issuer, the Investor or any proposed transferee. All Investors will receive, for the Shares acquired, a certificate bearing the following legend imprinted thereof: “Unless permitted under securities legislation, the holder of the securities shall not trade the securities before [insert that date which is four months and a day from the Closing Date.] Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert that date which is four months and a day from the Closing Date.]” 8.2 Investors who are U.S Persons or who use herein an address in the U.S. who execute this Agreement in the United States (which the Issuer will presume absent other evidence) will receive a certificate bearing the following legend imprinted thereon as well as the legend referred to in §8.1: “The securities represented hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The holder hereof, by purchasing such securities, agrees for the benefit of the Issuer that such securities may be offered, sold, pledged or otherwise transferred only (a) to the Issuer, (b) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act if applicable, (c) inside the United States (1) pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with applicable State securities laws, or (2) in a transaction that does not require registration under the U.S. Securities Act or any applicable State laws and regulations governing the offer and sale of securities, and the holder has prior to such sale furnished to the Issuer an opinion of counsel or other evidence of exemption in form and substance reasonably satisfactory to the Issuer. Provided that if the Issuer is a “foreign issuer” as that term is defined by Regulation S of the U.S. Securities Act at the time of sale, a new certificate bearing no restrictive legend, delivery of wh...

Resale Restrictions and Legending of Securities. 6.1 The Subscriber hereby acknowledges and agrees that the Offering is being made pursuant to Exemptions and, as a result, the Securities will be subject to a number of statutory restrictions on resale and trading. Until these restrictions expire, the Subscriber will not be able to sell or trade the Securities unless the Subscriber complies with an Exemption from the prospectus and registration requirements under Applicable Securities Laws. In general, unless permitted under securities legislation, the Subscriber cannot trade the Securities in Canada before the date that is four months and a day after the date of the Closing. See also section 6.3 below. 6.2 The Subscriber acknowledges and agrees that: (a) the Securities have not been and will not be registered under the U.S. Securities Act, or any State securities laws, and may not be offered and sold, directly or indirectly, to a U.S. Purchaser without registration under the U.S. Securities Act and any applicable State securities laws, unless an exemption from registration is available; (b) the Issuer has no present intention and is not obligated under any circumstances to register the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Purchaser, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration; and (c) any Warrants may not be exercised in the United States or by or on behalf of any U.S. Person without registration under the U.S. Securities Act and any applicable State securities laws, unless an exemption from registration is available and the holder of such Warrant furnishes the Issuer with a legal opinion of counsel satisfactory to the Issuer to that effect. 6.3 The foregoing discussion on hold periods and resale restrictions is a general summary only and is not intended to be comprehensive or exhaustive, or to apply in all circumstances. Subscribers are advised to consult with their own advisers concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period and the possibilities of utilizing any further Ex...

Resale Restrictions and Legending of Securities. 6.1 The Subscriber hereby acknowledges and agrees that the Offering is being made pursuant to the Exemptions and, as a result, the Securities will be subject to a number of statutory restrictions on resale and trading. Until these restrictions expire, the Subscriber will not be able to sell or trade the Securities unless the Subscriber complies with an exemption from the prospectus and registration requirements under Applicable Securities Laws. (a) The Securities have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state of the United States, and may not be offered and sold, directly or indirectly, in the United States or by, or to or for the account or benefit of, a U.S. Person or a person in the United States, without registration under the U.S. Securities Act and any applicable state securities laws, unless an exemption from registration is available; and (b) the Issuer has no present intention and is not obligated under any circumstances to register the resale of the Securities, or to take any other actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Subscriber and the Issuer further acknowledge and agree that the Issuer is hereby required to refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration.

Resale Restrictions and Legending of Securities. 6.1 In addition to the acknowledgements given in Article 5 hereof, the Purchaser acknowledges that the Warrants, and the Warrant Shares issuable upon the exercise of the Warrants, will be subject to statutory and applicable stock exchange imposed resale restrictions. The Purchaser is advised to consult the Purchaser’s own legal advisors in this regard. 6.2 The Purchaser acknowledges that the certificates representing the Warrants, and the Warrant Shares issuable upon the exercise of the Warrants, issued to Purchasers who are, or are subscribing for the account or benefit of, U.S. Accredited Investors, will be subject to the resale and transfer restrictions set forth in Appendix I or bear the legend described in Appendix I of this Subscription Agreement, as applicable. 6.3 The Purchaser acknowledges that the Company bears no responsibility for the removal of resale restrictions or legends on the Securities and that the responsibility for compliance and cost with such restrictions or the removal of legends is to be borne by the Purchaser and not the Company. Notwithstanding the foregoing, the Company shall provide such administrative assistance as may reasonably be requested by the Purchaser with respect to the foregoing.

Resale Restrictions and Legending of Securities. 7.1 In addition to the acknowledgements given in section 6 hereof, the Purchaser acknowledges that the Shares and the Warrants will be subject to statutory and Exchange imposed resale restrictions. In addition, the Purchaser further acknowledges that, if any Warrants are exercised prior to the expiry of the statutory or Exchange imposed resale restrictions, the Warrant Shares obtained upon such exercise will also be subject to statutory or Exchange imposed resale restrictions. Purchasers are advised to consult their own legal advisors in this regard. 7.2 The Purchaser acknowledges that a legend will be endorsed on the certificates representing the Shares and the Warrants and, if any Warrants are exercised prior to the expiry of the statutory or Exchange imposed resale restrictions, a legend will be endorsed on the certificates representing the Warrant Shares, substantially in the following form with the necessary information inserted: and if required by the Exchange: (1) DAY AFTER CLOSING DATE].”

Resale Restrictions and Legending of Securities. 5.1 The certificates representing the Restricted Shares must bear the legend set forth in the first paragraph on the first page of this agreement and any other legend, if the legend or legends are reasonably required by the Company to comply with state, federal or foreign law. If any of the Restricted Shares are subject to a hold period, or any other restrictions on resale and transferability, the Company may place a legend on the certificates representing the Restricted Shares as may be required under applicable securities laws, or as it may otherwise deem necessary or advisable.

Resale Restrictions and Legending of Securities. 6.1 In addition to the acknowledgements given in Article 5 hereof, the Purchaser acknowledges that the Units (or any securities underlying the Units or that may be issued in connection with the Units) will be subject to statutory and Exchange imposed resale restrictions. 6.2 The Purchaser acknowledges that the Unit Shares and Warrants and, if any Warrants are exercised prior to the expiry of the statutory or Exchange imposed resale restrictions, any Warrant Shares, will have attached to them an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, legends setting out the resale restrictions under applicable securities legislation substantially in the following forms and with the information completed: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY [and for the Warrants: OR ANY SECURITY ISSUED ON ITS EXERCISE] IN CANADA OR WITH A RESIDENT OF CANADA BEFORE [Insert the date that is four months and one day after the Closing Date.]”

Resale Restrictions and Legending of Securities. 6.1 In addition to the acknowledgements given in Article 5 hereof, the Purchaser acknowledges that the Shares will be subject to statutory and applicable stock exchange imposed resale restrictions. The Purchaser is advised to consult the Purchaser’s own legal advisors in this regard. 6.2 The Purchaser acknowledges that the certificates representing the Shares issued to Purchasers who are, or are subscribing for the account or benefit of, U.S. Accredited Investors, will be subject to the resale and transfer restrictions set forth in Appendix I or bear the legend described in Appendix I of this Subscription Agreement, as applicable. 6.3 The Purchaser acknowledges that the Company bears no responsibility for the removal of resale restrictions or legends on the Securities and that the responsibility for compliance and cost with such restrictions or the removal of legends is to be borne by the Purchaser and not the Company. Notwithstanding the foregoing, the Company shall provide such administrative assistance as may reasonably be requested by the Purchaser with respect to the foregoing.