Common use of United States Subscribers Clause in Contracts

United States Subscribers. If the Purchaser is a U.S. Purchaser, it is purchasing the Securities as principal and no other person, corporation, firm or other organization will have a beneficial interest in the Securities, and the Purchaser, or if it is acting as agent for one or more Beneficial Purchaser resident in the United States, or otherwise subject to the securities laws thereof, such Beneficial Purchaser: (i) is a U.S. Accredited Investor and is purchasing the Securities pursuant to the exemption from registration provided by Section 4(a)(2) of the U.S. Securities Act and Rule 506 of Regulation D thereunder, and has executed and delivered herewith a copy of Schedule D; (ii) is purchasing the Securities for its own account for investment, and not with a view to the resale or distribution of all or any of the Common Shares in violation of the U.S. Securities Act or any applicable U.S. state Securities Laws (“States Laws”); (iii) is not a party to any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person, or anyone else, the Securities, or any part thereof, or any interest therein and the Purchaser or the Beneficial Purchaser, as the case may be, has no present plans to enter into any such contract, undertaking, agreement or arrangement; (iv) is not planning to offer, sell or otherwise transfer any of the Securities, and, if it does, it will not offer, sell or otherwise transfer any of the Securities, directly or indirectly, unless the sale is: (A) to the Company; (B) made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations; or (C) made in a transaction that is exempt from registration under the U.S. Securities Act pursuant to Rule 144 or Rule 144A, if available, or under applicable State Laws or does not require registration under the U.S. Securities Act or any applicable State Laws and the Purchaser has furnished to the Company, prior to such sale, an opinion of counsel of recognized standing or other evidence of exemption reasonably satisfactory to the Company confirming the compliance of such sale with the U.S. Securities Act and applicable State Laws; (v) is not subscribing for the Securities as a result of any form of general solicitation or general advertising, as those terms are used in Regulation D under the U.S. Securities Act, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or other form of telecommunications, or published or broadcast on the Internet or other forms of electronic display, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (vi) acknowledges and agrees that, because the Company is organized outside of the United States, it may not be possible for U.S. shareholders of the Company to enforce outside of the United States judgments against the Company that are obtained in the United States, including actions predicated upon the civil liability provisions of the U.S. Securities Act. In addition, the Company’s directors and officers are citizens and residents of Canada, and all or a substantial portion of the assets of those directors and officers is or may be located outside the United States. As a result, it may not be possible for shareholders to effect service of process within the United States upon those persons, or to enforce against them judgments obtained in the United States courts, including judgments predicated upon the civil liability provisions of the United States federal and state securities laws. While reciprocal enforcement of judgment legislation exists between Canada and the United States, the Company and its insiders may have defences available to avoid in Canada the effect of U.S. judgments under Canadian law, making enforcement difficult or impossible, and as such there is uncertainty as to whether Canadian courts would enforce (a) judgments of United States courts obtained against the Company or its insiders predicated upon the civil liability provisions of the United States federal and state securities laws or (b) in original actions brought in Canada, liabilities against the Company or its insiders predicated upon the United States federal and state securities laws. Therefore, shareholders in the United States may have to avail themselves of remedies under Canadian corporate and securities laws. Canadian law may not provide for remedies equivalent to those available under U.S. law; (vii) acknowledges that the Securities have not been registered under the U.S. Securities Act or any State Laws and therefore may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. Person, unless registered under the U.S. Securities Act and any applicable State Laws or an exemption from such registration requirements is available, and the Purchaser therefore acknowledges and understands that the Securities will be “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act and the Company has no obligation to file, and has no present intention of filing, a registration statement under the U.S. Securities Act in respect of resales of the Securities; and (viii) understands and agrees that that the Company may instruct its registrar and transfer agent not to record any transfer of the Securities without first being notified by the Company that it is satisfied that such transfer is exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable State Laws.