AND TO. Romspen Investment Corporation (the “Agent”) I have read and understand this “Consent to Electronic Delivery of Documents” and consent to the electronic delivery of the documents listed below that the Issuer elects to deliver to me electronically, all in accordance with my instructions below.
AND TO. Romspen Investment Corporation (the “Agent”) In connection with the purchase by the undersigned purchaser (the “Subscriber”) of units of Issuer, the Subscriber (or the signatory on behalf of the Subscriber) certifies for the benefit of the Issuer and the Agent that the Subscriber is a permitted client within the meaning of National Instrument 31-103 - Registration Requirements and Exemptions (“NI 31-103”), and hereby waives (i) the Agent’s obligation to determine suitability of the purchaser’s investment in the Partnership in accordance with section 13.3 of NI 31-103 and (ii) except as specifically requested by the purchaser from time to time, the Agent’s obligation to deliver all of the information required by section 14.2 of NI 31-103. Specifically, the Subscriber is: PLEASE INDICATE THE APPLICABLE CATEGORY OF “PERMITTED CLIENT” BY MARKING YOUR INITIAL IN THE SPACE PROVIDED:
AND TO. The registrar and transfer agent for the shares of the Issuer The undersigned (A) acknowledges that the sale of the common shares in the capital of the Issuer represented by Share Certificate No. or held in Direct Registration System (DRS) Account No. , to which this declaration relates, is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not an “affiliate” (as defined in Rule 405 under the U.S. Securities Act) of the Issuer (except solely by virtue of being an officer or director of the Issuer) or a “distributor”, as defined in Regulation S, or an affiliate of a “distributor”; (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another designated offshore securities market within the meaning of Rule 902(b) of Regulation S under the U.S. Securities Act, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged in any directed selling efforts in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S under the U.S. Securities Act with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or a scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. Dated: , 20 LEGAL_33680530.7.DOCX X Signature of individual (if Seller is an individual) X Authorized ...
More Definitions of AND TO
AND TO. O'Melveny & Xxxxx 000 X. 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopy No.: (000) 000-0000 Attention: C. Xxxxxxx Xxxxxxxxxx, Esq. Xxxxxxx X. Xxxxx, Esq.
AND TO. THE DIRECTORS THEREOF
AND TO. Government of Canada, Export Development Canada and their respective agents and/or consultants (collectively, the “GOC”) The undersigned hereby certifies to, and agrees with, the Lender and the GOC for and on behalf of the Borrower that:
AND TO. MFC MERCHANT BANK S.A. The undersigned accepts the foregoing and offers to purchase the Purchased Shares set forth below, on the terms and conditions of the foregoing, from the Corporation. All references to dollar amounts herein are in United States dollars.
AND TO. Standard & Poor's Ratings Services 55 Water Street New York, New York 10000 Xxxxxxxxx: Xxxxxxxxxx Xxxxxxx Xxxxxillance Group Telephone: (212) 438-2482 Facsimile: (212) 438-0000 If to the New York Stock Exchxxxx, xx: New York Stock Exchange, Inc. 20 Broad Street New York, New York 10000 Xxxxxxxxx: Xxxxxxx Xxxxxx Telephone: (212) 656-0000 Facsimile: (212) 656-0000 Copies of all directions, demaxxx xxx xxxxxxs required to be given to the Certificateholders hereunder or under the Standard Terms will also be given to the Warrant Holders in writing as set forth in this Section 9, and copies of all directions, demands and notices required to be given to the Trustee hereunder or under the Standard Terms will also be given to the Warrant Agent in writing as set forth in this Section 9(p).