ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER. 6.1 Acknowledgements, Representations, Warranties and Covenants of the Subscriber The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, hereby represents and warrants to, and covenants with, the Corporation as follows and acknowledges that the Corporation is relying on such representations and warranties in connection with the transactions contemplated herein: (a) if the Subscriber is an individual, the Subscriber is of the full age of majority and is legally competent to enter into and execute this Subscription Agreement and take all action pursuant hereto; (b) if the Subscriber is a corporation, it is a valid and subsisting corporation, it has the necessary corporate capacity to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and it has taken all necessary corporate action in respect thereof; (c) if the Subscriber is a partnership, syndicate or other form of unincorporated organization, it has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof; (d) this Subscription Agreement has been duly and validly authorized, executed and delivered and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; (e) the Subscriber has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of an investment in Units, and is able to bear the economic risk of loss of such investment; (f) the Subscriber complies with one of the following: (i) the Subscriber is purchasing as principal and has purchased that number of Units having an acquisition cost of not less than $150,000 and was not created solely to purchase or hold securities in reliance on the registration and prospectus exemptions provided under Section 2.10 of National Instrument 45-106 Prospectus and Registration Exemptions (Regulation 45-106 respecting Prospectus and Registration Exemptions in Québec), it pre-existed the Offering and has bona fide purpose other than investment in the Units; or (ii) the Subscriber is an Accredited Investor (see Schedule “B” for the definition) purchasing Units as principal for its own account and not for the benefit of any other person, for investment and not with a view to any resale, distribution or other disposition of the Units in violation of Securities Laws; (g) the Subscriber satisfies the criteria checked in Schedule “C”; (h) the Subscriber is resident in the province/state set forth in this Subscription Agreement as the “Subscriber’s Address” opposite its signature; and (i) if required by Securities Laws, the rules or policies of any stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Units, as the case may be.
Appears in 1 contract
ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER. 6.1 15.1 Acknowledgements, Representations, Warranties and Covenants of the Subscriber
(a) The Subscriber, and (if applicable) each beneficial purchaser for whom it is acting, were offered the Securities in and are resident in the jurisdiction set out on the face page of this Subscription Agreement or are otherwise subject to the Securities Laws. Such address was not created and is not used solely for the purpose of acquiring the Units and the Subscriber and any beneficial purchaser was solicited to purchase the Units solely in such jurisdiction.
(b) The Subscriber, and (if applicable) any beneficial purchaser for whom it is acting, has knowledge in financial and business affairs, is capable of evaluating the merits and risks of an investment in the Units and is able to bear the economic risk of such investment even if the entire investment is lost.
(c) The Subscriber, on its own behalf and, and (if applicable, ) on behalf of others any beneficial purchaser for whom it is acting, make the representations, warranties and covenants set out in Schedule “A” to this Subscription Agreement to the Corporation and the Subscriber, and (if applicable) any such beneficial purchaser, may avail itself of one or more of the categories of prospectus exempt purchasers listed in Schedule “A”.
(d) The Subscriber has properly completed, executed and delivered within applicable time periods to the Corporation the certificate (dated as of the date hereof) set forth in Schedule “A” to this Subscription Agreement and the information contained therein is true and correct.
(e) The representations, warranties and covenants contained in Schedule “A” to this Subscription Agreement will be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Time.
(f) The Subscriber or any person for whom it is acting hereunderis neither a U.S. Person nor subscribing for the Units for the account of a U.S. Person or for resale in the United States and the Subscriber confirms that the Units have not been offered to the Subscriber in the United States and that this Subscription Agreement has not been signed in the United States.
(g) Neither the Subscriber nor any person for whom it is acting will offer, hereby represents sell or otherwise dispose of the Securities in the United States or to a U.S. Person or for the account or benefit of a person in the United States or a U.S. Person.
(h) If the Subscriber, or any person for whom it is acting, is not a person resident in Canada, the subscription for the Units by the Subscriber, or any person for whom it is acting, does not contravene any of the applicable securities legislation in the jurisdiction in which the Subscriber or such other person resides and warrants does not give rise to any obligation of the Corporation or the Agents to prepare and file a prospectus or similar document or to register the Units or to be registered with or to file any report or notice with any governmental or regulatory authority.
(i) Unless the Subscriber is purchasing under Section 6.1(j) hereof, it is purchasing the Units as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Securities, it is resident in or otherwise subject to applicable Securities Laws of the jurisdiction set out as the “Subscriber’s Address” on the face page of this Subscription Agreement and it fully complies with one of the criteria set forth below:
(i) it is resident in British Columbia, Alberta or Ontario and it is an “accredited investor”, as such term is defined in National Instrument 45-106 - “Prospectus and Registration Exemptions” (“NI 45-106”), it was not created or used solely to purchase or hold securities as an “accredited investor” as described in paragraph (m) of the definition of “accredited investor” in NI 45- 106 and it has concurrently executed and delivered a Representation Letter in the form attached as Schedule “A” to this Subscription Agreement and has initialled in Appendix “I” thereto indicating that the Subscriber satisfies (and will satisfy at the Closing Time) one of the categories of “accredited investor” set forth in such definition; or
(ii) it is resident in British Columbia, Alberta or Ontario, the aggregate acquisition cost of the Receipts to the Subscriber is not less than CDN$150,000 and it was not created or used solely to purchase or hold securities in reliance on the prospectus exemption or the dealer registration exemption set out in section 2.10 of NI 45-106; or
(iii) it is a resident of, or otherwise subject to, the securities legislation of a jurisdiction other than Canada or the United States and covenants withit has concurrently executed and delivered the certificate attached as Schedule “B” to this Subscription Agreement.
(j) If the Subscriber is not purchasing the Units as principal for its own account, then:
(i) it is acting as agent for one or more disclosed principals, each of such principals is purchasing as principal for its own account, not for the Corporation benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Securities and each of such principals complies with Subsection (i) or Subsection (ii) of Section 6.1(j) hereof; or
(ii) it is deemed to be purchasing as follows principal pursuant to NI 45-106 by virtue of being an “accredited investor” as such term is defined in paragraphs (p) or (q) of the definition of “accredited investor” in NI 45-106 (provided, however, that it is not a trust company or trust corporation registered under the laws of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction in Canada) and has concurrently executed and delivered a Representation Letter in the form attached as Schedule “A” to this Subscription Agreement and has initialled Appendix “I” thereto indicating that it satisfies one of the categories of "accredited investor" set out in paragraphs (p) or (q) of Appendix “I” thereto; and the Subscriber acknowledges that the Corporation is relying on such representations and warranties in connection with required by law to disclose to certain regulatory authorities the transactions contemplated herein:
(a) if the Subscriber is an individualidentity of each beneficial purchaser of Units for whom it may be acting, the Subscriber is resident in or otherwise subject to applicable securities laws of the full age jurisdiction set out as the “Subscriber’s Address” on the face page of majority and is legally competent to enter into and execute this Subscription Agreement and take all action pursuant hereto;each beneficial purchaser is resident in or otherwise subject to applicable securities laws of the jurisdiction set out as the “Principal’s Address” on the face page of this Subscription Agreement.
(bk) if In the case of a subscription for the Units by the Subscriber acting as trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, the Subscriber is a corporation, it is a valid and subsisting corporation, it has the necessary corporate capacity duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of each such beneficial purchaser, each of whom is subscribing as principal for its own account, not for the benefit of any other person and not with a view to observe the resale or distribution of the Common Shares and Warrants and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement of, such principal.
(l) In the case of a subscription for the Units by the Subscriber acting as principal, this Subscription Agreement and all other documentation delivered in connection with such subscription has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber and any beneficial purchaser on whose behalf the Subscriber is acting.
(m) If the Subscriber is:
(i) a corporation, the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Subscription Agreement, to subscribe for the Units as contemplated herein and to carry out and perform its covenants and obligations hereunder and it has taken all necessary corporate action in respect thereofunder the terms of this Subscription Agreement;
(cii) if the Subscriber is a partnership, syndicate or other form of unincorporated organization, it the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof;
(d) this Subscription Agreement has been duly and validly authorized, executed and delivered and constitutes a legal, valid, binding and enforceable obligation of the Subscriber;
(e) the Subscriber has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of an investment in Units, and is able to bear the economic risk of loss of such investment;
(f) the Subscriber complies with one of the following:
(i) the Subscriber is purchasing as principal and has purchased that number of Units having an acquisition cost of not less than $150,000 and was not created solely to purchase or hold securities in reliance on the registration and prospectus exemptions provided under Section 2.10 of National Instrument 45-106 Prospectus and Registration Exemptions (Regulation 45-106 respecting Prospectus and Registration Exemptions in Québec), it pre-existed the Offering and has bona fide purpose other than investment in the Units; or
(iiiii) an individual, the Subscriber is an Accredited Investor (see Schedule “B” for the definition) purchasing Units as principal for its own account and not for the benefit of any other person, for investment and not with a view to any resale, distribution or other disposition of the Units in violation full age of Securities Laws;
(g) the Subscriber satisfies the criteria checked in Schedule “C”;
(h) the Subscriber majority and is resident in the province/state set forth in legally competent to execute this Subscription Agreement as the “Subscriber’s Address” opposite its signature; andand to observe and perform his or her covenants and obligations hereunder.
(in) if Other than the Agents (and any group of investment dealers managed by the Agents for purposes of offering the Units for sale), there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee. If any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Units, the Subscriber covenants to indemnify and hold harmless the Corporation and any such registrant with respect thereto and with respect to all costs reasonably incurred in the defence thereof.
(o) The Subscriber is not purchasing Units with knowledge of material information concerning the Corporation which has not been generally disclosed on SEDAR.
(p) If required by the Securities Laws, Laws or the rules or policies of any stock exchange or other regulatory authorityCorporation, the Subscriber will execute, deliver, deliver and file and otherwise or assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the UnitsCommon Shares, Warrants or Warrant Shares as may be required by any securities commission, stock exchange or other regulatory authority.
(q) The Subscriber, and each beneficial purchaser for whom it is contracting hereunder, have been advised to consult their own legal advisors with respect to the case execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder including but not limited to trading in the Securities and with respect to the resale restrictions imposed by the Securities Laws and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the Securities Laws or other resale restrictions applicable to such securities which restrict the ability of the Subscriber (or others for whom it is contracting hereunder) to resell such securities, that the Subscriber (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Subscriber is solely responsible (and neither the Corporation nor the Agents are in any way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it (or beneficial purchasers for whom it is contracting hereunder) may benot be able to resell such securities except in accordance with limited exemptions under the Securities Laws and other applicable securities laws.
(r) The Subscriber has not received or been provided with a prospectus, offering memorandum, within the meaning of the Securities Laws, or any sales or advertising literature in connection with the Offering and the Subscriber’s decision to subscribe for the Units was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to facts made by or on behalf of the Corporation or the Agent. The Subscriber’s decision to subscribe for the Units was based solely upon the Term Sheet attached hereto as Schedule “C” and information about the Corporation which is publicly available (any such information having been obtained by the Subscriber without independent investigation or verification by the Agent) and agrees that the Agent and the Agent’s counsel assume no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of the publicly available information or as to whether all information concerning the Corporation required to be disclosed by the Corporation has been generally disclosed and acknowledges that the Agent’s counsel and the Corporation’s counsel are acting as counsel to the Agent and the Corporation, respectively, and not as counsel to the Subscriber.
(s) No person has made any written or oral representations:
(i) that any person will resell or repurchase the Common Shares, Warrants or Warrant Shares;
(ii) that any person will refund the Subscription Price; or
(iii) as to the future price or value of the Common Shares, Warrants or Warrant Shares.
(t) The subscription for the Units has not been made through or as a result of, and the distribution of the Common Shares and Warrants is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation.
(u) None of the funds being used to purchase Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly as a result of illegal activities.
Appears in 1 contract
ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER. 6.1 Acknowledgements, Representations, Warranties and Covenants of the Subscriber
(a) The Subscriber certifies that it is resident, or if not an individual has its head office, in the jurisdiction set out on the face page of this Subscription Agreement. Such address was not created and is not being used solely for the purpose of acquiring the Convertible Debentures and the Subscriber was solicited to purchase the Convertible Debentures in only such jurisdiction.
(b) The Subscriber was not created or used solely to purchase or hold securities as an “accredited investor” within the meaning of NI 45-106.
(c) If the Subscriber is resident in a jurisdiction of Canada, the Subscriber has properly completed, executed and delivered to the Corporation the certificate as set forth in Schedule “C” (Canadian Accredited Investor Status Certificate) or Schedule “D” (Employee, Executive Officer, Director and Consultant Status Certificate) as applicable, and the information contained therein is true and correct as of the date hereof and will be true and correct as of the Closing Time, and if less than a complete copy of this Subscription Agreement is delivered to the Corporation, the Corporation and its advisors are entitled to assume that the Subscriber accepts and agrees to all the terms and conditions of the pages not delivered, unaltered.
(d) The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the U.S. Securities Act. The Subscriber agrees to furnish any additional information requested by the Corporation or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Convertible Debentures. Each Subscriber, on its own behalf andregardless of residency, if applicablehas properly completed, on behalf executed and delivered to the Corporation the LEGAL*59255427.2 certificate as set forth in Schedule “F” (Accredited Investor Certificate), and the information contained therein is true and correct as of others for whom it the date hereof and will be true and correct as of the Closing Time.
(e) If the Subscriber is acting hereundera resident of a country other than Canada or the United States (an “International Jurisdiction”) then, hereby in addition to the other representations and warranties contained herein, the Subscriber represents and warrants that:
(i) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the International Jurisdiction which would apply to this Subscription Agreement, if any;
(ii) the Subscriber is purchasing the Convertible Debentures pursuant to exemptions from any prospectus, registration or similar requirements under the applicable securities laws of that International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Convertible Debentures under the applicable securities laws of the International Jurisdiction without the need to rely on such an exemption;
(iii) the applicable securities laws of the International Jurisdiction do not require the Corporation to file a prospectus, registration statement or similar document, to register the Convertible Debentures, the Underlying Shares or the Interest Shares or to make any filings with or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction;
(iv) the delivery of this Subscription Agreement, the acceptance of it by the Corporation and covenants the issuance of the Convertible Debentures, the Underlying Shares or the Interest Shares to the Subscriber complies with or will comply with, as applicable, all applicable laws of the Subscriber’s jurisdiction of residence or domicile and all other applicable laws and will not cause the Corporation or the Financial Advisor to become subject to or required to comply with any disclosure, prospectus or reporting requirements under any such applicable laws;
(v) the Subscriber has completed and delivered to the Corporation the certificate in Schedule “E” (the Offshore Purchaser Certificate) evidencing the Subscriber’s (and any Disclosed Principal’s) status under the securities laws of its International Jurisdiction and confirms the truth and accuracy of all statements made in such certificate as follows of the date of this Subscription Agreement and as of the Closing Time; and
(vi) the Subscriber will, if requested by the Corporation, or its counsel, deliver to the Corporation a certificate or opinion of local counsel from the International Jurisdiction in which the Subscriber resides which will confirm the matters referred to in subsections (ii), (iii) and (iv) above to the satisfaction of the Corporation and its counsel, acting reasonably.
(f) The Subscriber acknowledges that the distribution of the Convertible Debentures in Canada is being made on an exempt distribution basis and that any resale of the Convertible Debentures in Canada must be made through an appropriately registered dealer or in accordance with an available exemption from the dealer registration requirements of applicable securities laws, and in accordance with, or pursuant to an LEGAL*59255427.2 exemption from, the prospectus requirements of such laws, which vary depending on the province.
(g) The acknowledgements, representations, warranties, covenants and information of the Subscriber contained in this Subscription Agreement (including Schedule “C”, “Schedule “D”, Schedule “E” or Schedule “F”, as applicable) are true and correct as of the date of execution of this Subscription Agreement and will be true and correct as of the Closing Time.
(h) The Subscriber is aware that none of the Convertible Debentures, the Underlying Shares or the Interest Shares have been and none of them will be registered under the U.S. Securities Act or the securities laws of any state and that the Convertible Debentures, the Underlying Shares or the Interest Shares may not be offered or sold, directly or indirectly, in the United States unless registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or unless an exemption from such registration requirements is available, and the Subscriber acknowledges that the Corporation has no obligation or present intention of filing a registration statement under the U.S. Securities Act or applicable state securities laws in respect of any of the Convertible Debentures, the Underlying Shares or the Interest Shares.
(i) The Subscriber undertakes and agrees that it will not offer or sell any of the Convertible Debentures, the Underlying Shares or the Interest Shares unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States, or an exemption from such registration requirement is available.
(j) The Subscriber represents and warrants that, to its knowledge, the offer, sale and issuance of the Convertible Debentures to the Subscriber under this Agreement is not a transaction, or part of a chain of transactions which, although in technical compliance with an available exemptions under the U.S. Securities Act, is part of a plan or scheme to evade the registration requirements of the U.S. Securities Act.
(k) The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Convertible Debentures and the completion of the transactions described herein by the Subscriber will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber, the Securities Laws or any other laws applicable to the Subscriber, any agreement to which the Subscriber is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber.
(l) The Subscriber is subscribing for the Convertible Debentures as principal for its own account and not for the benefit of any other person (within the meaning of applicable Securities Laws), unless it is subscribing as agent for a Disclosed Principal or acting as trustee or agent for a fully managed account (including for certainty, a portfolio manager or comparable advisor). If it is subscribing as agent for a Disclosed Principal, it has disclosed the name of the Disclosed Principal on the face page of this Subscription Agreement and acknowledges that the Corporation is relying on such representations and warranties in connection with may be required by law to disclose to certain regulatory authorities the transactions contemplated herein:
(a) if identity of each Disclosed Principal for whom the Subscriber is an individualacting. LEGAL*59255427.2
(m) In the case of a subscription for the Convertible Debentures by the Subscriber acting as trustee or agent for a fully managed account (including for greater certainty, a portfolio manager or comparable advisor) or as agent for a Disclosed Principal, the Subscriber is of the full age of majority and is legally competent to enter into and execute this Subscription Agreement and take all action pursuant hereto;
(b) if the Subscriber is a corporation, it is a valid and subsisting corporation, it has the necessary corporate capacity duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of the fully managed account or Disclosed Principal, as applicable and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement of, the fully managed account or Disclosed Principal, as applicable.
(n) In the case of a subscription for the Convertible Debentures by the Subscriber acting as principal, this Subscription Agreement (and all other documentation in connection with such subscription) has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber. This Subscription Agreement will be enforceable in accordance with its terms against the Subscriber.
(o) If the Subscriber is:
(i) a corporation, the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to observe execute and deliver this Subscription Agreement, to subscribe for the Convertible Debentures as contemplated herein and to carry out and perform its covenants and obligations hereunder and it has taken obtained all necessary corporate action approvals in respect thereofrespected thereof and the individual signing this Subscription Agreement has been duly authorized to execute and deliver this Subscription Agreement;
(cii) if the Subscriber is a partnership, syndicate or other form of unincorporated organization, it the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement Agreement, to subscribe for the Convertible Debentures as contemplated herein and to observe carry out and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof;
(d) thereof and the individual signing this Subscription Agreement has been duly authorized to execute and validly authorized, executed and delivered and constitutes a legal, valid, binding and enforceable obligation of the Subscriber;
(e) the Subscriber has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of an investment in Units, and is able to bear the economic risk of loss of such investment;
(f) the Subscriber complies with one of the following:
(i) the Subscriber is purchasing as principal and has purchased that number of Units having an acquisition cost of not less than $150,000 and was not created solely to purchase or hold securities in reliance on the registration and prospectus exemptions provided under Section 2.10 of National Instrument 45-106 Prospectus and Registration Exemptions (Regulation 45-106 respecting Prospectus and Registration Exemptions in Québec), it pre-existed the Offering and has bona fide purpose other than investment in the Unitsdeliver this Subscription Agreement; or
(iiiii) an individual, the Subscriber is an Accredited Investor (see Schedule “B” of the full age of majority in his or her jurisdiction of residence and is legally competent to execute, deliver and be bound by this Subscription Agreement, to subscribe for the definitionConvertible Debentures as contemplated herein and to carry out and perform his or her covenants and obligations hereunder.
(p) purchasing Units as principal for its own account and not There is no person acting or purporting to act in connection with the Offering who is entitled to any brokerage or finder’s fee. If any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the benefit of Convertible Debentures, the Subscriber covenants to indemnify and hold harmless the Corporation with respect thereto and with respect to all costs reasonably incurred in the defence thereof.
(q) The Subscriber is not acting jointly or in concert with any other person, subscriber in connection with the Offering for investment and not with a view to any resale, distribution or other disposition the purpose of the Units in violation acquisition of Securities Laws;the Convertible Debentures. LEGAL*59255427.2
(gr) the Subscriber satisfies the criteria checked in Schedule “C”;
(h) the Subscriber is resident in the province/state set forth in this Subscription Agreement as the “Subscriber’s Address” opposite its signature; and
(i) if If required by applicable Securities Laws, Laws or the rules or policies of any stock exchange or other regulatory authorityCorporation, the Subscriber will execute, deliver, deliver and file and otherwise or assist the Corporation in filing such reports, undertakings and other documents with respect to the issue and/or sale of the UnitsConvertible Debentures as may be required by any securities commission, stock exchange or other regulatory authority.
(s) The Subscriber has been advised to consult its own legal advisors with respect to the execution, delivery and performance by it of the Subscription Agreement and the transactions contemplated by this Subscription Agreement, including but not limited to, trading in the Convertible Debentures, the Underlying Shares and the Interest Shares and with respect to the hold periods and resale restrictions imposed by the Securities Laws of the jurisdiction in which the Subscriber resides and other applicable securities laws, and acknowledges that no representation has been made by the Corporation respecting the applicable hold periods imposed by the Securities Laws or other resale restrictions applicable to such securities which restrict the ability of the Subscriber (or others for whom it is contracting hereunder) to resell such securities, that the Subscriber (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Subscriber is solely responsible (and neither the Corporation nor the Financial Advisor are in any way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it (or beneficial persons for whom it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under the Securities Laws and other applicable securities laws.
(t) The Subscriber has not received or been provided with, nor has it requested, nor does it have any need to receive, a prospectus, offering memorandum, within the meaning of the Securities Laws, or any sales or advertising literature in connection with the Offering or any document purporting to describe the business and affairs of the Corporation which has been prepared for review by prospective purchasers to assist such purchasers in making an investment decision in respect of the Convertible Debentures and the Subscriber’s decision to subscribe for the Convertible Debentures was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to facts made by or on behalf of the case may beCorporation or the Financial Advisor, or any employee, agent or affiliate thereof or any other person associated therewith, except as set forth herein. The Subscriber’s decision to subscribe for the Convertible Debentures was based solely upon this Subscription Agreement, the Term Sheet attached hereto as Schedule “A” and information about the Corporation which is publicly available (any such information having been obtained by the Subscriber without independent investigation or verification by the Financial Advisor).
(u) The Subscriber is not purchasing the Convertible Debentures with knowledge of material information or knowledge of a “material fact” or “material change” (as those terms are defined in applicable Securities Laws) concerning the Corporation which has not been generally disclosed.
(v) Neither the Corporation nor the Financial Advisor, nor any of their directors, employees, officers, affiliates or agents has made any written or oral representations:
(i) that any person will resell or repurchase the Convertible Debentures;
(ii) that any person will refund all or any part of the Subscription Amount; or
(iii) as to the future price or value of the Convertible Debentures or the Underlying Shares or the Interest Shares. LEGAL*59255427.2
(w) The subscription for the Convertible Debentures has not been made through or as a result of, and the distribution of the Convertible Debentures is not being accompanied by any advertisement, including without limitation in advertisements, articles, notices or other printed public media, radio, television, internet or other form of telecommunications, including electronic display, or as part of a general solicitation, including by means of any “general solicitation” or “general advertising” (as such terms are used in Regulation D under the U.S. Securities Act).
(x) The Subscriber confirms that it:
(i) has such knowledge in financial an
Appears in 1 contract
Sources: Subscription Agreement for Convertible Debentures (TerrAscend Corp.)