Subscriber's Representations, Warranties and Covenants. The undersigned understands and acknowledges that the Debenture, the Warrants and the Common Stock underlying same subscribed for herein (the “Securities”) are being offered and sold under one or more of the exemptions from registration provided for in Section 3(b), 4(2) and 4(6) of the Securities Act including, Regulation D promulgated thereunder, that the undersigned acknowledges that the Securities are being purchased without the undersigned being offered or furnished any offering literature, prospectus or other material, financial or otherwise, and that this action has not been scrutinized by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state. The undersigned hereby further represents and warrants as follows:
(a) The undersigned confirms that he understands and has fully considered, for purposes of this investment, the risks of an investment in the Securities and understands that: (i) this investment is suitable only for an investor who is able to bear the economic consequences or losing his entire investment, (ii) the purchase of the Securities is a speculative investment which involves a high degree of risk of loss by the undersigned of his entire investment, and (iii) that there will be no public market for the Securities and the Common Stock thereunder and accordingly, it may not be possible for the undersigned to liquidate an investment in the Securities in case of an emergency.
(b) The Subscriber is an "Accredited Investor" as defined in Rule 501(a) of Regulation D under the Securities Act. This representation is based on the fact that the Subscriber, inter alia, is an accredited individual who, together with the Subscriber’s spouse, have a net worth of at least $1,000,000 or the Subscriber, individually, has had net income of not less than $200,000 during the last two years, and reasonably anticipates that the Subscriber will have an income of at least $200,000 during the present year and the next year;
(c) If the Subscriber is a corporation, partnership, trust or any unincorporated association: (i) the person executing this Subscription Agreement does so with full right, power and authority to make this investment; (ii) that such entity was not formed for the specific purpose of making an investment in the Company; and (iii) that all further representations and warranties made herein are true and correct with respect to such corporation, partner...
Subscriber's Representations, Warranties and Covenants. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants to Liberty that he, she or it:
a. has received a copy of Liberty’s Prospectus and the exhibits thereto;
b. has been informed that the units of Liberty are offered and sold in reliance upon a federal securities registration, state securities registration in certain states and securities registration exemptions in various states, and understands that the units to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than as described herein and that Liberty is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by any regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any units or any portion thereof to any other person;
f. understands that there is no present market for Liberty’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions to the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the Liberty Company Agreement and understands that acceptance upon financial closing, the subscriber and the membership units subscriber purchases will be bound by the provisions of the Company Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the Liberty Company Agreement and agrees that if the membership units or any part thereof are s...
Subscriber's Representations, Warranties and Covenants. Subscription for and Purchase of the Common Shares.
Subscriber's Representations, Warranties and Covenants. Concerning the Option and Underlying Shares, the Subscriber, now and upon exercise, represents, warrants to and covenants with the Company as the case may be as follows: The Subscriber is purchasing the Securities solely for his or her own account, for investment purposes only and not with an intent to divide its participation with others, resell, or otherwise dispose of all or any part of such investment. The Subscriber will be the beneficial owner of the Securities standing in the Subscriber's name. The Subscriber has been furnished with the sufficient written and oral information about the Company to allow it to make an informed investment decision prior to purchasing the Investment and has been furnished access to any additional information that it may require. The Subscriber is fully familiar with the business proposed to be conducted by the Company and with the Company's use and proposed use of the proceeds from the sale of Securities. The Subscriber has adequate means of providing for its current needs and contingencies and has no need for liquidity in its Investment. The Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the Investment. The Subscriber is able to bear the economic risk of losing his or her entire Investment. The Subscriber has a pre-existing relationship with the Company or a member of its Board of Directors, which enables Subscribers to be aware of the character and general business and financial circumstances of the Offeror and its management. The Subscriber is knowledgeable and has experience concerning investments of the type represented by the Investment. The Subscriber's overall financial commitment to investments that are not readily marketable is not disproportionate to its net worth and the Investment will not cause its overall commitment to be excessive. The Subscriber acknowledges and is aware that;
Subscriber's Representations, Warranties and Covenants. The Subscriber hereby represents, warrants and covenants to the Company and the Agent as of the date of this Subscription Agreement and at the Closing that:
Subscriber's Representations, Warranties and Covenants. By executing this Subscription Agreement, the Subscriber represents, warrants and covenants to and with the Corporation (and acknowledges that the Corporation is relying thereon) that as of the date hereof:
(a) the Subscriber:
(i) is not, and is not purchasing Units for the account or benefit of, a U.S. Person (as that term is defined in Regulation S (“Regulation S”) under the United States Securities Act of 1933 (the “1933 Act”)) or for resale in the United States (as “United States” is defined in Regulation S);
(ii) was not offered the Units in the United States;
(iii) at the time the purchase order originated was outside the United States, and did not execute or deliver this Subscription Agreement or related documents in the United States; and
(iv) acknowledges that the Units have not been, nor will they be, registered under the 1933 Act or the securities laws of any state in the United States, and may not be offered or sold in the United States or to a U.S. Person, without registration or an exemption from registration under the 1933 Act and applicable state securities laws and agrees not to offer or sell the Units in the United States or to a U.S. Person, without registration or an exemption from registration under the 1933 Act and applicable state securities laws;
(b) the Subscriber is an accredited investor (“Accredited Investor”) as such term is defined in National Instrument 45-106 – Prospectus and Registration Exemptions and is purchasing the Units as principal for its own account, not for the benefit of any other person;
(c) the Subscriber is purchasing the Units for investment only and not with a view to resale or distribution of all or any of the Units;
(d) the Subscriber has not been created solely or used solely to purchase or hold securities without the use of a prospectus by the issuer in reliance on a prospectus exemption, including without limitation, the accredited investor exemption under applicable securities legislation;
(e) the Subscriber beneficially owns 3,883,900 Shares and no securities convertible or exchangeable into Shares (except for the Shares and Warrants to be acquired pursuant to this Subscription Agreement and the Warrant Shares issuable on the exercise of the Warrants);
(f) the Subscriber is a corporation duly organized and validly existing under the laws of Canada, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligati...
Subscriber's Representations, Warranties and Covenants. The Subscriber hereby represents, warrants and covenants to the Company as follows:
(a) The Subscriber is an owner of a manufactured or mobile home located in The Xxxxxxx Mobile Home Park (the "Park"), 0000 XXX Xxxxxxxxx, Xxxx Xxxxx Xxxxxxx, Xxxxxxx (a "Xxxxxxx Homeowner"). The Subscriber leases a lot in ----------------- the Park and is acquiring the Shares subscribed to in this Agreement solely for his/her own account.
(b) The Subscriber acknowledges that his/her ability to sell or dispose of any Shares is limited because the Company's Articles of Incorporation permit transfers only to another Xxxxxxx Homeowner or to the Company.
(c) The Subscriber agrees that certificates representing the Shares subscribed to in this Agreement shall bear a legend in substantially the following form: Shares of Common Stock may not be transferred to, or owned by, any person other than the Company, an owner of a mobile or manufactured home who leases a lot located in The Xxxxxxx Mobile Home Park, or the estate of such owner so long as such estate owns a mobile or manufactured home and leases a lot located in The Xxxxxxx Mobile Home Park. Such transfer shall occur only in accordance with the terms of the Company's Articles of Incorporation and Bylaws.
(d) The Subscriber hereby consents to the contribution by the Company to The Xxxxxxx Resort Partnership, a Florida general partnership to be formed by the Company and Blue Ribbon Communities Limited Partnership, of: (i) all of the proceeds received by the Company from the sale of the Shares offered by the Prospectus, and (ii) all of the Company's beneficial interest in The Xxxxxxx Mobile Home Park, which assets constitute substantially all of the Company's assets, in return for Partnership Units, as described in the Prospectus.
Subscriber's Representations, Warranties and Covenants. By executing this Subscription Agreement, the Subscriber represents, warrants and covenants (on its own behalf and, if applicable, on behalf of those (including each beneficial purchaser, if any) for whom the Subscriber is contracting hereunder) to and with the Fund and the Manager (and acknowledges that the Fund and the Manager are relying thereon) that:
(a) the Subscriber and each beneficial purchaser, if any, for whom it is acting as trustee or agent, is resident in the province or jurisdiction set out on the first page of this Subscription Agreement as the “Subscriber’s Address” or the “Beneficial Purchaser’s Address”, as the case may be;
(b) the Subscriber and each beneficial purchaser, if any, for whom it is acting as trustee or agent, unless this provision is explicitly waived by the Fund:
(i) is not, and is not purchasing Purchased Units for the account or benefit of, a U.S. Person (as that term is defined in Regulation S (“Regulation S”) under the United States Securities
Subscriber's Representations, Warranties and Covenants. Each Subscriber hereby represents and warrants to and agrees with the Company that:
Subscriber's Representations, Warranties and Covenants. To induce the Company to accept this subscription, the Subscriber hereby represents, warrants and convents as follows:
a. The Undersigned has read carefully this Subscription Agreement; has received no solicitation or general advertisement with respect to the purchase of the shares; and has based the Undersigned's investment decision on such information as is described above and supplied herein and has not received any other written communication in connection with this transaction.
b. The Subscriber or his purchaser representative(s), or both has had access to the books and records of the Company and is fully familiar with and understands their contents; has had an opportunity to discuss the Company’s business, management, and financial affairs with its management, and further has had the opportunity to ask questions and receive answers from management and from the authorized representatives of the Company concerning the Company; and confirms that all requests directed to the Company for additional documents and information have been fulfilled to the satisfaction of the Subscriber or his representatives,
c. The Undersigned understands and acknowledges the following: i The shares are being offered and sold under the exemption provided in, among others, Section 4(2) and/or Section 4(6) of the Securities Act of 1933, as amended (the “Securities Act” or the “Act”), Rule 506 of Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act, and corresponding state exemptions or preemption provisions (the “Offering”).
