Resale Restrictions and Legends Sample Clauses

Resale Restrictions and Legends. (ALL The Securities will be subject to a four month hold period that starts to PURCHASERS) run on Closing. The Purchaser acknowledges that the certificates representing the Securities will bear the following legends: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [date that is four months and a day after the Closing.]." "Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities presented 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 the date following the fourth month after the distribution]." Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. CLOSING DATE The closing of the Offering (the "Closing") will take place in one or more Closings, at the discretion of the Issuer. The Closing will take place within 5 days after approval by the TSX Venture Exchange, unless otherwise agreed between the Issuer and the Purchaser. ADDITIONAL DEFINITIONS In the Subscription Agreement, the following words have the following meanings unless otherwise indicated:

Resale Restrictions and Legends. The Purchaser acknowledges that the certificates representing the Purchased Securities will bear the following legends: FOR US PURCHASERS: "THE SECURITIES REPRESENTED HEREBY (and if a warrant, the legend shall include the following: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF THE ISSUER, IN A TRANSACTION T HAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER." FOR NON-U.S. PURCHASERS: THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them.

Resale Restrictions and Legends. The Subscriber understands and acknowledges that the Securities will be subject to certain resale and transfer restrictions under applicable securities laws and stock exchange policies. The Subscriber acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale and transfer restrictions, that it is solely responsible for complying with such restrictions and the Subscriber covenants and agrees to comply with all other applicable resale and transfer restrictions. The Subscriber acknowledges and agrees that the Issuer shall make a notation on its records or give instructions to the transfer agent of the Securities in order to implement the restrictions on transfer set out in applicable legislation.

Resale Restrictions and Legends. (a) Securities issued from treasury may be subject to certain resale and transfer restrictions under Applicable Securities Laws. (b) The Investor and each Share Lender have been advised to consult their own legal advisors with respect to applicable resale and transfer restrictions and that it is solely responsible for complying with such restrictions. (c) In this regard the Investor and each Share Lender acknowledges that, under certain Applicable Securities Laws, the following legend will be required on any certificates representing any Securities issued from treasury, as applicable: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE]."

Resale Restrictions and Legends. The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Securities may not 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. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date Payment for, and delivery of the Shares, is scheduled to occur on or before March __, 2024, or such date as determined by the Issuer in its sole discretion (the “Closing Date”). Closing may occur in one or more tranches over a period of time. Jurisdiction of organization The Issuer is incorporated under the laws of the State of Nevada. Commissions with Jurisdiction Over the Issuer The “Commissions with Jurisdiction Over the Issuer” is the SEC.

Resale Restrictions and Legends. The Subscription Receipts will be issued in Canada pursuant to exemptions from prospectus requirements of applicable securities laws and the Subscription Receipt Certificates representing each Subscription Receipt issued to a person in Canada (and certificates issued in exchange for or substitution of any Subscription Receipt) or transferred to a person in Canada shall be substantially in the form attached hereto as Schedule 2.2(b) and, until such time as no longer required by applicable law, shall bear a legend to the following effect: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 26, 2021”

Resale Restrictions and Legends. The Subscription Receipts will be issued in Canada pursuant to exemptions from prospectus requirements of applicable securities laws and the Subscription Receipt Certificates representing each Subscription Receipt issued to a person in Canada (and certificates issued in exchange for or substitution of any Subscription Receipt) or transferred to a person in Canada shall be substantially in the form attached hereto as Schedule 2.2(b) and, until such time as no longer required by applicable law, shall bear a legend to the following effect: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY SHALL NOT TRADE THE SECURITY BEFORE JULY 5, 2021.” Any certificate evidencing the Common Shares issued upon exchange of the Subscription Receipts on or prior to the date that is four (4) months and a day from the date hereof shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY SHALL NOT TRADE THE SECURITY BEFORE JULY 5, 2021.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”

Resale Restrictions and Legends. (a) Royal Gold understands and acknowledges that the Purchased Shares will be subject to certain resale and transfer restrictions under applicable securities laws; and (b) Royal Gold acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale and transfer restrictions, that it is solely responsible for complying with such restrictions and Royal Gold covenants and agrees to comply with the restrictions referred to in subparagraph (a) above and all other applicable resale and transfer restrictions.

Resale Restrictions and Legends. (a) Royal Gold understands and acknowledges that the Purchased Shares will be subject to certain resale and transfer restrictions under applicable securities laws; and (b) Royal Gold acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale and transfer restrictions, that it is solely responsible for complying with such restrictions and Royal Gold covenants and agrees to comply with the restrictions referred to in subparagraph (a) above and all other applicable resale and transfer restrictions. In this regard, under certain Canadian securities instruments and policies and the rules of the TSX Royal Gold acknowledges that Seabridge will put the following legends on any certificates representing the Purchased Shares:

Resale Restrictions and Legends. (a) The Subscriber understands and acknowledges that: (i) the Securities will be subject to certain resale and transfer restrictions under applicable securities laws; and (ii) the Securities will be subject to certain resale and transfer restrictions under the rules and policies of the Exchange if: A. the Subscriber is a director, officer or Promoter (as defined in the Exchange policies); or B. the Subscriber holds securities of the Issuer carrying more than 10% of the voting rights attached to the Issuer's securities both immediately before and after the Private Placement and has elected or appointed or has the right to elect or appoint one of more directors or senior officers of the Issuer; or C. the Securities have been issued at a discount of more than 10% to the Market Price; and (b) The Subscriber acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale and transfer restrictions, that it is solely responsible for complying with such restrictions and it agrees to comply with the restrictions referred to in subparagraph (a) above and all other applicable resale and transfer restrictions. In this regard, under certain Canadian securities instruments and policies the Subscriber acknowledges that the Issuer may be required to put one or both of the following legends on any certificates representing the Securities: