Common use of Subscriber Outside of Canada Clause in Contracts

Subscriber Outside of Canada. If the Subscriber is resident in an International Jurisdiction or in the United States, it certifies in particular that it is not resident in Ontario and further acknowledges and certifies that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Units; (b) there is no government or other insurance covering the Units; (c) there are risks associated with the purchase of the Units; (d) there are restrictions on the Subscriber’s ability to resell the Shares and Warrants and it is the responsibility of the Subscriber to determine what those restrictions are and to comply with them before selling the Shares and Warrants; (e) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Units through a person registered to sell the Units under Applicable Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) the Subscriber is knowledgeable of securities legislation having application or jurisdiction over the Subscriber and the Offering (other than the laws of Canada and the United States) which would apply to this Subscription Agreement; (g) the Subscriber is purchasing the Units pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction and or, if such is not applicable, the Subscriber is permitted to purchase the Units, and the Issuer has no filing obligations in the International Jurisdiction; (h) no laws in the International Jurisdiction require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and (i) the Shares and Warrants are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction.

Subscriber Outside of Canada. If the The Subscriber is resident in an International Jurisdiction or in the United States, it certifies in particular that it is not resident in Ontario British Columbia and further acknowledges and certifies that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the UnitsUnits or the Securities; (b) there is no government or other insurance covering the UnitsUnits or the Securities; (c) there are risks associated with the purchase of the Units; (d) there are restrictions on the Subscriber’s ability to resell the Shares and Warrants Securities and it is the responsibility of the Subscriber to determine what those restrictions are and to comply with them before selling the Shares and WarrantsSecurities; (e) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Units Securities through a person registered to sell the Units Securities under Applicable Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) the Subscriber is knowledgeable of securities legislation of its International Jurisdiction having application or jurisdiction over the Subscriber and the Offering (other than the laws of Canada and the United States) which would apply to this Subscription Agreement; (g) the Subscriber is purchasing the Units pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction and or, if such is not applicable, the Subscriber is permitted to purchase the Units, and the Issuer has no filing obligations in the International Jurisdiction; (h) no laws in the International Jurisdiction require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and (ih) the Shares and Warrants Units are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction.

Subscriber Outside of Canada. If the Subscriber is resident in an International Jurisdiction or in (excluding, for greater certainty, the United States), it certifies in particular that it is not resident in Ontario British Columbia, and (a) the Subscriber further certifies that it qualifies for any one or both of: (i) the Minimum Investment Amount Exemption described in paragraph 7.1(a); or (ii) the Accredited Investor Exemption described in paragraph 7.1(b), and further the Subscriber has: (A) completed and executed an Accredited Investor Certificate in the form attached as Schedule A, and (B) if applicable, completed and executed a Form 45-106F9 – Form for Individual Accredited Investors in the form attached as Appendix II to Schedule A hereto; (b) the Subscriber represents, warrants, acknowledges and certifies agrees that: (ai) no securities commission or similar regulatory authority has reviewed or passed on the merits of the UnitsUnits or the Securities; (bii) there is no government or other insurance covering the UnitsUnits or the Securities; (ciii) there are risks associated with the purchase of the Units; (div) there are restrictions on the Subscriber’s ability to resell the Shares and Warrants Securities and it is the responsibility of the Subscriber to determine what those restrictions are and to comply with them before selling the Shares and WarrantsSecurities; (ev) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Units Securities through a person registered to sell the Units Securities under Applicable Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber; (fvi) the Subscriber is knowledgeable of securities legislation having application or jurisdiction over the Subscriber and the Offering (other than the laws of Canada and the United States) which would apply to this Subscription Agreement; (gvii) the Subscriber is purchasing the Units pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction and or, if such is not applicable, the Subscriber is permitted to purchase the Units, and the Issuer has no filing obligations in the International Jurisdiction; (hviii) no laws in the International Jurisdiction require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and (iix) the Shares and Warrants Units are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction.

Subscriber Outside of Canada. If the Subscriber is resident in an International Jurisdiction or in the United States, it certifies in particular that it is not resident in Ontario British Columbia and further acknowledges and certifies that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the UnitsShares or the Securities; (b) there is no government or other insurance covering the UnitsShares or the Securities; (c) there are risks associated with the purchase of the UnitsShares; (d) there are restrictions on the Subscriber’s ability to resell the Shares and Warrants Securities and it is the responsibility of the Subscriber to determine what those restrictions are and to comply with them before selling the Shares and WarrantsSecurities; (e) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Units Securities through a person registered to sell the Units Securities under Applicable Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) the Subscriber is knowledgeable of securities legislation having application or jurisdiction over the Subscriber and the Offering (other than the laws of Canada and the United States) which would apply to this Subscription Agreement; (g) the Subscriber is purchasing the Units Shares pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction and or, if such is not applicable, the Subscriber is permitted to purchase the UnitsShares, and the Issuer has no filing obligations in the International Jurisdiction; (h) no laws in the International Jurisdiction require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and (i) the Shares and Warrants are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction.

Subscriber Outside of Canada. If the Subscriber is resident in an International Jurisdiction or in the United States, it certifies in particular that it is not resident in Ontario British Columbia and further acknowledges and certifies that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the UnitsUnits or the Securities; (b) there is no government or other insurance covering the UnitsUnits or the Securities; (c) there are risks associated with the purchase of the Units; (d) there are restrictions on the Subscriber’s ability to resell the Shares and Warrants Securities and it is the responsibility of the Subscriber to determine what those restrictions are and to comply with them before selling the Shares and WarrantsSecurities; (e) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Units Securities through a person registered to sell the Units Securities under Applicable Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) the Subscriber is knowledgeable of securities legislation having application or jurisdiction over the Subscriber and the Offering (other than the laws of Canada and the United States) which would apply to this Subscription Agreement; (g) the Subscriber is purchasing the Units pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction and or, if such is not applicable, the Subscriber is permitted to purchase the Units, and the Issuer has no filing obligations in the International Jurisdiction; (h) no laws in the International Jurisdiction require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and (i) the Shares and Warrants Units are being acquired for investment only and not with a view to resale and distribution within the International Jurisdiction.