United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 1000 Xxx) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. ORGENESIS INC. Per: Name: Nxxx Xxxxxxxxxx Title: Chief Financial Officer APPENDIX “B” SUBSCRIPTION FORM (ONE NON-TRANSFERABLE SHARE PURCHASE WARRANT IS REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE) TO: ORGENESIS INC. 20000 Xxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 The undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________ of shares of common stock of Orgenesis Inc. (the “Company”) referred to in the Warrants according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of U.S. $6.24 per share if exercised on or before 5:00 p.m. (Pacific Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share Purchase Warrant). Cash, a certified cheque, bank draft or money order is enclosed herewith for such amount. The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows: Name(s) in Full Address(es) Number of Shares (Please print full names in which share certificates are to be issued. The Shares must be issued in the name of the Holder.) DATED this ______ day of ___________________ , 20___ . (the “Exercise Date”) Witness Signature Please print your name and address in full Address
United States Restrictions. These Warrants and the Common Shares issuable upon the exercise of these Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the U.S. Securities Act) unless these Warrants and the Common Shares issuable upon exercise hereof have been registered under the U.S. Securities Act of 1933, as amended, and any applicable state securities laws or unless an exemption from such registration is available.
United States Restrictions. Notwithstanding anything to the contrary in this Agreement, no Payment Shares shall be delivered to any Person in the United States or to any U.S. Person unless such person delivers to Kootenay a duly completed and executed Certificate of U.S. Accredited Investor Status, and any other documents required under applicable securities laws which Kootenay requests, in form and content satisfactory to Kootenay in its sole discretion.
United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 0000 Xxx) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. ORGENESIS INC. Per: _____________________________________________________________________ Name Title APPENDIX “B” SUBSCRIPTION FORM (ONE NON-TRANSFERABLE SHARE PURCHASE WARRANT IS REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE) TO: ORGENESIS INC.
United States Restrictions. Notwithstanding anything to the contrary in this Agreement, no Stock Consideration shall be delivered to any person in the United States or to any U.S. Person if the Purchaser determines, in its sole discretion, that doing so may result in any contravention of the U.S. Securities Act or any applicable state securities laws, and the Purchaser may instead in the case of Stock Consideration, appoint an agent to sell all the share of the Stock Consideration of such person on behalf of that person and deliver to that person an amount of cash representing the proceeds of the sale of such shares of Stock Consideration, net of expenses or sale.
United States Restrictions. (i) Neither it nor any of its Affiliates nor any person acting on its or their behalf (other than the Managers and/or their Affiliates) have engaged or will engage in any directed selling efforts with respect to the Issue 2018-1 Notes, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Terms used in this paragraph (a) have the meaning given to them by Regulation S; and
United States Restrictions. Notwithstanding anything to the contrary in this Agreement, no Heritage Shares shall be delivered to any Person in the United States or to any U.S. Person if Heritage determines, in its sole discretion based on legal advice provided by U.S. legal counsel of Heritage or the Company, that doing so may result in any contravention of the U.S. Securities Act or any applicable state securities laws, and Heritage may instead, in the case of Heritage Shares, appoint an agent to sell all non-escrowed Heritage Shares of such Person on behalf of that Person and deliver to that Person an amount of cash representing the proceeds of the sale of such Heritage Shares, net of expenses of sale.
United States Restrictions. (a) Sonora Copper, on its behalf and on behalf of the Members, further understands and agrees that the Consideration Shares issued to it under this Agreement have not been and will not be registered under the U.S. Securities Act, or applicable state securities laws, and the Consideration Shares are being offered and sold to Sonora Copper in reliance upon Rule 506 of Regulation D under the U.S. Securities Act and/or section 4(2) under the U.S. Securities Act;
United States Restrictions. Notwithstanding anything to the contrary in this Agreement, no Payment Shares, Replacement Options or Replacement Warrants shall be delivered to any Person in the United States or to any U.S. Person if Wolverine determines, in its sole discretion, that doing so may result in any contravention of the U.S. Securities Act or any applicable state securities laws, and Wolverine may instead appoint an agent to sell all Payment Shares of such Person on behalf of that Person and deliver to that Person an amount of cash representing the proceeds of such sale, net of expenses of sale, or, in the case of Replacement Warrants, deliver an amount of cash representing the fair market value of the applicable Replacement Warrants.
United States Restrictions. These Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S under the 0000 Xxx) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act, and any applicable state securities laws or unless an exemption from such registration is available. DATED as of the date first above written in these Terms and Conditions. GROGENESIS, INC. By: ______________________________ Name: Xxxxxxx Kamolvathin Title: Chief Executive Officer 22 EXHIBIT A CANADIAN INVESTOR QUESTIONNAIRE ACCREDITED INVESTOR QUESTIONNAIRE (ALBERTA, BRITISH COLUMBIA, MANITOBA, NEWFOUNDLAND AND LABRADOR, NEW BRUNSWICK, NOVA SCOTIA, ONTARIO, XXXXXX XXXXXX ISLAND, QUEBEC, AND SASKATCHEWAN) TO: GroGenesis, Inc. (the “Issuer”) RE: Purchase of units (the “Units”) of the Issuer __________________________________________________________________________ Capitalized terms used in this Questionnaire and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement between the Subscriber and the Issuer to which this Exhibit A is attached. In connection with the purchase by the Subscriber of the Units, the Subscriber hereby represents, warrants and certifies to the Issuer that the Subscriber:
