United States Securities Laws. The Investor acknowledges and agrees that: (i) the Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Convertible Debentures, and has so evaluated the merits and risks of such investment; (ii) the Investor is able to bear the economic risk of an investment in the Convertible Debentures and, at the present time, is able to afford a complete loss of such investment; (iii) the Investor has had the opportunity to review the Registration Statement, and the documents incorporated by reference into the Registration Statement, this Agreement (including all exhibits and schedules), the Indenture and the certificate representing the Convertible Debentures and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the Indenture and the certificate representing the Convertible Debentures and the offering of the Convertible Debentures and the merits and risks of investing in the Convertible Debentures; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; (iv) neither the Agent nor any Affiliate of Agent has provided the Investor with any information or advice with respect to the Convertible Debentures nor is such information or advice necessary or desired; (v) neither the Agent nor any of its Affiliate has made or makes any representation as to the Company or the quality of the Convertible Debentures and the Agent and any of its Affiliates may have acquired non-material non-public information with respect to the Company which such Investor agrees need not be provided to it; (vi) in connection with the issuance of the Convertible Debentures to such Investor, neither the Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Investor; and (vii) other than consummating the transactions contemplated hereunder, the Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with the Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Investor first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the proposed terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, if the Investor is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Convertible Debentures covered by this Agreement. Other than to other Persons party to this Agreement or to the Investor’s representatives that are bound by confidentiality obligations, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, the Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).
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Samples: Subscription Agreement (Canopy Growth Corp), Subscription Agreement (Canopy Growth Corp)
United States Securities Laws. The Investor acknowledges and agrees that:
(i) the Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Convertible DebenturesUnits, including the Unit Shares, Warrants and Warrant Shares, and has so evaluated the merits and risks of such investment;
(ii) the Investor is knowledgeable about the industries in which the Company operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and arising from the Units, Unit Shares, Warrants and Warrant Shares, as applicable, and is able to bear the substantial economic risk of an investment in the Convertible Debentures andUnits, at the present timeUnit Shares, Warrants and Warrant Shares, as applicable, for an indefinite period of time and is able to afford a complete loss of such investment;
(iii) the Investor has had the opportunity to review the forms of Warrant Certificate and Registration Statement, and the documents incorporated by reference into the Registration Statement, this Agreement (including all exhibits and schedules), the Indenture and the certificate representing the Convertible Debentures Rights Agreements and has been afforded, (i) the opportunity to discuss and ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the Company's business, management, financial affairs and the terms and conditions of the Indenture Warrant Certificate and the certificate representing the Convertible Debentures Registration Rights Agreements and the offering of the Convertible Debentures Units (including the Unit Shares, Warrants, and the Warrant Shares, as applicable) and the merits and risks of investing in the Convertible DebenturesUnits; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment;
(iv) neither the Agent Company nor any Affiliate other person acting on its behalf, including, for greater certainty, the Agents, or any of Agent their respective Affiliates or representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (or its businesses or assets) or the Units, Unit Shares, Warrants or Warrant Shares, in each case, except as expressly set forth in this Agreement;
(v) the Investor is consummating the transactions contemplated by this Agreement without any representation or warranty, express or implied, by any person, except for the representations and warranties of the Company expressly set forth in Section 3.1;
(vi) the Investor is relying on its own due diligence, investigation and analysis in entering into the transactions contemplated by this Agreement;
(vii) neither the Agents nor any of their Affiliates nor the Agents' legal counsel has provided the Investor with any information or advice with respect to the Convertible Debentures Units nor is such information or advice necessary or desired;
(vviii) neither the Agent Agents nor any of its Affiliate their Affiliates nor the Agents' legal counsel has made or makes any representation as to the Company or the quality of the Convertible Debentures Units and the Agent Agents and any of its their Affiliates and their legal counsel may have acquired non-material non-public information with respect to the Company which such Investor agrees need not be provided to it;
(viix) in connection with the issuance of the Convertible Debentures Units to such Investor, neither the Agent Agents nor any of its their Affiliates or their legal counsel has acted as a financial advisor or legal advisor or fiduciary to such Investor; and;
(viix) other than consummating the transactions contemplated hereunder, the Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with the Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Investor first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the proposed terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, if the Investor is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Investor’s assets of the Investor and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the assets of the Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Convertible Debentures Unit Shares and the Warrants comprising the Units covered by this Agreement. Other than to other Persons party to this Agreement or to the Investor’s representatives of the Investor that are bound by confidentiality obligations, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, the Investor has have maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).; and
(xi) the Investor understands that the Units are being offered and sold to it hereunder in reliance upon specific exemptions from the registration requirements of the 1933 Act, the rules and regulations promulgated under the 1933 Act and state securities laws and acknowledges and agrees that, as of the Closing Date, the Securities have not been registered under the 1933 Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the 1933 Act or pursuant to an exemption from the registration requirements of the 1933 Act and in compliance with state securities laws. The Investor agrees with the Company that it will only sell Securities in compliance with the legend applicable to the Securities;
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United States Securities Laws. The Investor acknowledges and agrees that:
(i) the Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Convertible DebenturesUnits, including the Unit Shares, Warrants and Warrant Shares, and has so evaluated the merits and risks of such investment;
(ii) the Investor is knowledgeable about the industries in which the Company operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and arising from the Units, Unit Shares, Warrants and Warrant Shares, as applicable, and is able to bear the substantial economic risk of an investment in the Convertible Debentures andUnits, at the present timeUnit Shares, Warrants and Warrant Shares, as applicable, for an indefinite period of time and is able to afford a complete loss of such investment;
(iii) the Investor has had the opportunity to review the forms of Warrant Certificates and Registration Statement, and the documents incorporated by reference into the Registration Statement, this Rights Agreement (including all exhibits and schedules), the Indenture and the certificate representing the Convertible Debentures and has been afforded, (i) the opportunity to discuss and ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the Company's business, management, financial affairs and the terms and conditions of the Indenture Warrant Certificates and the certificate representing the Convertible Debentures Registration Rights Agreement and the offering of the Convertible Debentures Units (including the Unit Shares, Warrants, and the Warrant Shares, as applicable) and the merits and risks of investing in the Convertible DebenturesUnits; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment;
(iv) neither the Agent Company nor any Affiliate other person acting on its behalf, including, for greater certainty, the Agents, or any of Agent their respective Affiliates or representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company (or its businesses or assets) or the Units, Unit Shares, Warrants or Warrant Shares, in each case, except as expressly set forth in this Agreement;
(v) the Investor is consummating the transactions contemplated by this Agreement without any representation or warranty, express or implied, by any person, except for the representations and warranties of the Company expressly set forth in this Agreement;
(vi) the Investor is relying on its own due diligence, investigation and analysis in entering into the transactions contemplated by this Agreement;
(vii) neither the Agents nor any of their Affiliates nor the Agents' legal counsel has provided the Investor with any information or advice with respect to the Convertible Debentures Units nor is such information or advice necessary or desired;
(vviii) neither the Agent Agents nor any of its Affiliate their Affiliates nor the Agents' legal counsel has made or makes any representation as to the Company or the quality of the Convertible Debentures Units and the Agent Agents and any of its their Affiliates and their legal counsel may have acquired non-material non-public information with respect to the Company which such Investor agrees need not be provided to it;
(viix) in connection with the issuance of the Convertible Debentures Units to such Investor, neither the Agent Agents nor any of its their Affiliates or their legal counsel has acted as a financial advisor or legal advisor or fiduciary to such Investor; and;
(viix) other than consummating the transactions contemplated hereunder, the Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with the Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Investor first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the proposed terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoingSubject to Section 5.11, if the Investor is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Convertible Debentures covered by this Agreement. Other than to other Persons party to this Agreement or to the Investor’s representatives of the Investor that are bound by confidentiality obligations, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, the Investor has maintained and will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).) unless and until the Company issues a press release or a Current Report on Form 8-K disclosing such existence, such terms and such other disclosures; and
(xi) the Investor understands that the Units are being offered and sold to it hereunder in reliance upon specific exemptions from the registration requirements of the 1933 Act, the rules and regulations promulgated under the 1933 Act and state securities laws and acknowledges and agrees that, as of the Closing Date, the Securities have not been registered under the 1933 Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the 1933 Act or pursuant to an exemption from the registration requirements of the 1933 Act and in compliance with state securities laws. The Investor agrees with the Company that it will only sell Securities in compliance with the legend applicable to the Securities;
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