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. Per: Name: Nxxx Xxxxxxxxxx Title: Chief Financial Officer 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: (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. Per: ______________________________________ Name Title 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
(ii) It shall:
(A) promptly from time to time take such action as the relevant Manager may request in order to ensure the qualification of any such Issue 2018-1 Notes for offering and sale under the securities laws of such jurisdictions in the United States as the Manager may request, and to comply with those laws so as to permit the continuance of sales and dealings in such Issue 2018-1 Notes in those jurisdictions for as long as may be necessary to complete the distribution of such Issue 2018-1 Notes;
(B) for so long as the Issue 2018-1 Notes sold pursuant to Rule 144A are "restricted securities" (as defined in Rule 144(a)(3) under the Securities Act), it shall, during any period in which they are neither subject to Sections 13 or 15(d) of the Exchange Act nor exempt from reporting requirements pursuant to Rule 12g3-2(b) under the Exchange Act, make available to any holder of, or beneficial owner of an interest in, such, Issue 2018-1 Notes in connection with any resale thereof and to any prospective purchaser designated by such holder or beneficial owner, in each case upon request, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act;
(C) for so long as the Issue 2018-1 Notes sold pursuant to Rule 144A are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, neither the Master Issuer nor any of its Affiliates (as defined in Rule 501 under the Securities Act) will resell any such Issue 2018-1 Notes purchased by it;
(D) neither it nor its Affiliates nor any person (other than any Manager and/or their Affiliates, as to whom no representations are made) acting on its or their behalf will engage in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D under the Securities Act) in connection with any offer or sale of US Notes in the United States; and
(E) it will not offer or sell within six months following any issue of the Issue 2018-1 Notes any security of the same or a similar class as such Issue ...
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. By: ______________________________ Name: Xxxxxxx Kamolvathin Title: Chief Executive Officer TO: GroGenesis, Inc. (the “Issuer”) RE: Purchase of units (the “Units”) of the Issuer In connection with the purchase by the Subscriber of the Units, the Subscriber hereby represents, warrants and certifies to the Issuer that the Subscriber:
(i) is purchasing the Shares as principal (or deemed principal under the terms of National Instrument 45-106 - Prospectus and Registration Exemptions adopted by the Canadian Securities Administrators (“NI 45-106”));
(A) is resident in or is subject to the laws of one of the following (check one): [ ] Alberta [ ] New Brunswick [ ] Xxxxxx Xxxxxx Island [ ] British Columbia [ ] Nova Scotia [ ] Quebec [ ] Manitoba [ ] Ontario [ ] Saskatchewan [ ] Newfoundland and Labrador [ ] United States: ____________________ (List State of Residence) Or
(B) [ ] is resident in a country other than Canada or the United States; and
(iii) has not been provided with any offering memorandum in connection with the purchase of the Units. In connection with the purchase of the Units of the Issuer, the Subscriber hereby represents, warrants, covenants and certifies that:
I. ALL SUBSCRIBERS PURCHASING UNDER THE “ACCREDITED INVESTOR” EXEMPTION
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 1933 Act) 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. Name: Oxxx Xxxxxx Title: Interim Chief Executive Officer TO: IR-MED, INC. The undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________of shares of common stock of IR-Med, 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. $1.40 per share if exercised on or before 5:00 p.m. (Eastern Time) on the Expiry Date (as that term is defined in the Terms and Conditions attached to the Non-Transferable Share Purchase Warrant). The subscription amount has been wired to the Company
United States Restrictions. Notwithstanding anything to the contrary in this Agreement, no Tilray Shares shall be delivered to any person in the United States or to any U.S. Person if Tilray 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 Tilray may instead in the case of Tilray Shares, appoint an agent to sell all Tilray 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 Tilray Shares, net of expenses or sale.
