Restrictions on Offers and Sales of the Securities in Canada. Each of the Company and the Purchaser acknowledge and agree that none of the Securities that may be issued to the Purchaser under this Agreement have been or will be qualified for distribution in any Province or Territory of Canada. The Purchaser covenants and agrees that it shall: (i) offer or sell any Securities that may be issued to the Purchaser pursuant to this Agreement only (A) in transactions executed on a Trading Market through a U.S. registered broker-dealer that is located in the United States or (B) directly to third Persons, none of whom, to the Purchaser’s knowledge following reasonable inquiry, is either (1) a Person resident in Canada or (2) a Person acquiring such Securities for the benefit of another Person resident in Canada; and (ii) not offer or sell any Securities that may be issued to the Purchaser pursuant to this Agreement on any “marketplace” (as such term is defined in National Instrument 21-101 – Marketplace Operation) in Canada.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Panbela Therapeutics, Inc.), Securities Purchase Agreement (Panbela Therapeutics, Inc.), Securities Purchase Agreement (Panbela Therapeutics, Inc.)
Restrictions on Offers and Sales of the Securities in Canada. Each of the Company and the Purchaser acknowledge and agree that none of the Securities that may be issued to the Purchaser under this Agreement have been or will be qualified for distribution in any Province or Territory of Canada. The Purchaser covenants and agrees that it shall: (i) offer or sell any Securities that may be issued to the Purchaser pursuant to this Agreement only (A) in transactions executed on a Trading Market through a U.S. registered broker-dealer that is located in the United States or (B) directly to third Persons, none of whom, to the Purchaser’s knowledge following reasonable inquiry, is either (1) a Person resident in Canada or (2) a Person acquiring such Securities for the benefit of another Person resident in Canada; and (ii) not offer or sell any Securities that may be issued to the Purchaser pursuant to this Agreement on any “marketplace” (as such term is defined in National Instrument 21-101 – - Marketplace Operation) in Canada.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Novo Integrated Sciences, Inc.), Securities Purchase Agreement (Novo Integrated Sciences, Inc.)
