Common use of Resale Restrictions Clause in Contracts

Resale Restrictions. 11.1 The Subscriber 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 the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period.

Resale Restrictions. 11.1 8.1 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 Subscriber acknowledges that none of the Shares Securities have not been registered under the 1933 Act of or the securities laws of any state of the United States. The Shares Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 8.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares Securities by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period.

Resale Restrictions. 11.1 8.1 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 each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares Securities have not been registered under the 1933 Act of or the securities laws of any state of the United States. The Shares States and that none of the Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 8.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares Securities by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 8.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period.

Resale Restrictions. 11.1 8.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares Securities have not been registered under the 1933 Act of the securities laws of any state of the United States. The Shares Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 8.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares Securities by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 8.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period.

Resale Restrictions. 11.1 9.1 The Subscriber acknowledges that any resale of any of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares Securities have not been registered under the 1933 Act of or the securities laws of any state of the United States. The Shares States and that none of the Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 9.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares Securities by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 9.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period.

Resale Restrictions. 11.1 7.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 7.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 7.1 above, and, in particular, the Subscriber acknowledges and agrees that that: (a) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period; and (b) the Company is not a reporting issuer in any of the Provinces of Canada and therefore resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation.

Resale Restrictions. 11.1 10.1 The Subscriber 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 the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 10.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 10.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period.

Resale Restrictions. 11.1 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 Subscriber acknowledges that none of the Shares Securities have not been registered under the 1933 Act of or the securities laws of any state of the United States. The Shares Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares Securities by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period.

Resale Restrictions. 11.1 8.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 8.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares Securities by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 8.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period.

Resale Restrictions. 11.1 10.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 10.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 10.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period.

Resale Restrictions. 11.1 7.1 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 Subscriber acknowledges that none of the Shares Securities have not been registered under the 1933 Act of or the securities laws of any state of the United States. The Shares Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 7.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares Securities by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Perioddistribution compliance period mandated by Regulation S under the 1933 Act, and each certificate will contain a legend restricting resale on that basis.

Resale Restrictions. 11.1 10.1 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 Subscriber acknowledges that none of the Shares Securities have not been registered under the 1933 Act of or the securities laws of any state of the United States. The Shares Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 10.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares Securities by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period.

Resale Restrictions. 11.1 12.1 The Subscriber 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 the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 12.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 12.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period.

Resale Restrictions. 11.1 8.1 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 Subscriber acknowledges that none of the Shares Securities have not been registered under the 1933 Act of or the securities laws of any state of the United States. The Shares Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 8.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares Securities by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance PeriodPeriod as specified in Regulation S under the 1933 Act.

Resale Restrictions. 11.1 7.1 The Subscriber acknowledges that any resale of the Securities Settlement Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that the Settlement Shares have not been registered under the 1933 Act of the securities laws of any state of the United States. The Settlement Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 7.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares Securities by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 7.1 above, and, in particular, the Subscriber acknowledges and agrees that none of the Shares Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period.

Resale Restrictions. 11.1 5.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available. 11.2 5.2 The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 11.1 5.1 above, and, in particular, the Subscriber acknowledges and agrees that that: (a) none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period; and (b) the Company is not a reporting issuer in any of the Provinces of Canada and therefore resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation.