Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) none of the Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act; (b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act; (c) the decision to execute this Agreement and acquire the Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company; (d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable; (e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (f) there is no government or other insurance covering the Securities; (g) there are risks associated with an investment in the Securities; (h) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements; (i) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (j) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s); (k) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; (l) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC; (m) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws; (n) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; (o) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and (ii) applicable resale restrictions; and (p) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Asia Broadband Inc)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act; THERE IS NO TRADING MARKET FOR THE SHARES;
(c) by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an Accredited Investor, as the term is defined in MI 45-103;
(d) the decision to execute this Subscription Agreement and acquire the Securities Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(de) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable; the Company is in a start-up phase and there is no assurance of success;
(ef) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares;
(fg) there is no government or other insurance covering any of the SecuritiesShares;
(gh) there are risks associated with an investment in the SecuritiesShares;
(hi) the Company has advised the B.C. Subscribers that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under the SECURITIES ACT (British Columbia) (the "B.C. Act") Alberta, and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the B.C. and Alberta Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(j) the Subscriber has not acquired the Securities Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇1933 Act) in the United States in respect of any of the Securities which would Shares ▇▇▇▇▇ ▇ould include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(ik) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(jl) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(km) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(ln) none of the Securities Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities Shares will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(mo) for B.C. Subscribers, in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(p) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable state and provincial securities laws;
(nq) the statutory and regulatory basis for the exemption claimed for the offer Securitiesof the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 ActAct or any applicable state and provincial securities laws;
(or) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Shares hereunder, and
(ii) applicable resale restrictions; and
(ps) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Acknowledgements of Subscriber. 5.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities have not been registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities or "blue sky" laws of any state of the United StatesStates and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonsPerson, as that term is defined in Regulation S under “S” (“Regulation “S”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the 1933 Act ("Regulation S")Act, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, refuse to register any transfer of any of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the decision to execute this Subscription Agreement and acquire purchase the Securities hereunder Units has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;Company and such decision is based solely upon information provided by the Company in this document (the "Company Information").
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(f) there is no government or other insurance covering the Securities;
(g) there are risks associated with an investment in the Securities;
(h) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company in connection with regarding the distribution of the Securities hereunderOffering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about contained in the CompanyCompany Information, or any other document provided to the Subscriber;
(je) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;
(f) the books Company is entitled to rely on the representations and records warranties and the statements and answers of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscriber contained in this Subscription Agreement and the Questionnaire and the Subscriber during reasonable business hours at its principal place will hold harmless the Company from any loss or damage it may suffer as a result of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s)failure to correctly complete this Subscription Agreement and the Questionnaire;
(kg) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders, shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein herein, the Questionnaire or in any other document furnished by the Subscriber to the Company in connection herewith herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(lh) none the issuance and sale of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made Units to the Subscriber that any of will not be completed if it would be unlawful or if, in the Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares discretion of the Company are quoted for trading on acting reasonably, it is not in the Pink Sheets LLCbest interests of the Company;
(m) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
(n) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(oi) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(j) the Subscriber has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(k) the Subscriber is not a U.S. Person (as defined in Regulation S), is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Units as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Units;
(l) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(m) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Units through a person registered to sell securities and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies, including statutory rights of rescission or damages, will not be available to the Subscriber; (n) the Securities are not listed on any stock exchange and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange;
(o) neither the SEC, nor any other securities regulatory authority has reviewed or passed on the merits of the Securities;
(p) no documents in connection with this Offering have been reviewed by the SEC, nor by any other state securities administrators;
(q) there is no government or other insurance covering any of the Securities; and
(pr) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Striker Energy Corp)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, or under any provincial securities laws, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S promulgated under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case only in accordance with any applicable securities laws;
(b) except as provided for in Section 9.1, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(c) by completing the Questionnaires, the Subscriber is representing and warranting that the Subscriber is an "Accredited Investor", as the term is defined in Regulation D under the 1933 Act and in Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;
(d) the decision to execute this Agreement and acquire purchase the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
Company or the Agent, and such decision is based entirely upon a review of information (dthe receipt of which is hereby acknowledged) if which has been filed by the Company has presented with the United States Securities and Exchange Commission ("SEC") and in compliance, or intended compliance, with applicable securities legislation, including, specifically, a business plan to review of the SubscriberRisk Factors which are attached as Exhibit D (collectively, the Subscriber acknowledges that the business plan may not be achieved or be achievable"Public Record");
(e) although the Agent may have introduced the Subscriber to the Company, the Subscriber and the Company acknowledge and agree with, and for the benefit of, the Agent and the Company, as applicable (such acknowledgement and agreements to survive the Closing) that:
(i) the Agent and its directors, officers, employees, agents and representatives have no securities commission responsibility or similar regulatory authority liability of any nature whatsoever for the accuracy or adequacy of the information contained in this Agreement, the Public Record or any other publicly available information concerning the Company or as to whether all information concerning the Company required to be disclosed by it or them has reviewed generally been disclosed;
(ii) the Agent makes no representations or passed on warranties herein with respect to the merits Securities, and neither the Agent nor its directors, officers, employees, agents or representatives shall have any liability with respect to the sale of the Securities;
(iii) the Agent has not engaged in any independent investigation or verification with respect to this Subscription or any such information; and
(iv) the Agent and the Company are entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Agreement and in the questionnaires and undertakings attached as schedules to this Agreement, and the Subscriber will hold harmless each of the Agent and the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Agreement or such questionnaires and undertakings;
(f) there is no government by execution hereof the Subscriber has waived the need for the Company or other insurance covering the SecuritiesAgent to communicate the Company's acceptance of the purchase of the Securities pursuant to this Agreement;
(g) there are risks associated with an investment in the Securities;
(h) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(j) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(k) the Subscriber it will indemnify and hold harmless the Company and the Agent and, where applicable, its their respective directors, officers, employees, agents, advisors and shareholders, shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company or the Agent in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company or the Agent in connection therewith;
(lh) none the issuance and sale of the Securities to the Subscriber will not be completed if the Subscription is otherwise fully subscribed, if acceptance would be unlawful or if, in the discretion of the Company, acting reasonably, acceptance is not in the best interests of the Company;
(i) it has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and it is solely responsible for compliance with applicable resale restrictions;
(j) the Securities are not listed on any stock exchange or automated dealer subject to quotation system except that currently certain market makers make market in the Shares of the Company on the National Association of Securities Dealers Inc.'s OTC Bulletin Board, and no representation has been made to the Subscriber that any of the Securities will become listed on any other stock exchange or automated dealer subject to quotation on any other quotation system,; except that currently ;
(k) no securities commission or similar regulatory authority has reviewed or passed on the common shares merits of the Company are quoted for trading on Securities;
(l) there is no government or other insurance covering the Pink Sheets LLCSecurities;
(m) there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record;
(n) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Securities Act (British Columbia) (the "B.C. Act") and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(o) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(p) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(q) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Shares and the Warrant Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission ("BCSC");
(r) the Company will refuse to register any transfer of the Offering Shares or the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities lawsAct;
(ns) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(ot) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions; and
(pu) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Heartland Oil & Gas Corp)
Acknowledgements of Subscriber. 5.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of or Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, to the registration requirements of the 1933 ActAct and in each ease only in accordance with applicable securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 ActAct or any other securities legislation;
(c) the decision to execute this Agreement and acquire the Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(f) there is no government or other insurance covering the Securities;
(g) there are risks associated with an investment in the Securities;
(h) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(j) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(k) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(m) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
(n) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) the Subscriber has been advised to consult the Subscriber's Subscribers own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:;
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(d) none of the Series A Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Series A Shares will become listed on any stock exchange or automated dealer quotation system:
(e) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 5.2, below, or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);
(f) neither the US Securities and Exchange Commission (“SEC”) nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities:
(g) no documents in connection with the sale of the Securities hereunder have been reviewed by the SEC or any state securities administrators;
(h) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is not a resident of United States and, as a consequence:
(i) is restricted from using most of the civil remedies available under U.S. and Canadian securities legislation,
(ii) may not receive information that would otherwise be required to be provided under U.S. or Canadian securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under U.S. and Canadian securities legislation:
(i) the statutory and regulatory basis for the exemption claimed for the offer and sale of the securities, although in technical compliance with Regulation S. would not be available if the offering is part of a plan or scheme to evade the registration provisions of 1933 Act; and
(pj) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any register, of the Securities under the 1933 Act;
(c) by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an "Accredited Investor", as the term is defined in National Instrument 45-106 adopted by the British Columbia Securities Commission;
(d) the decision to execute this Agreement and acquire the Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information which has been filed by the Company with the United States Securities and Exchange Commission, the British Columbia Securities Commission and in compliance, or intended compliance, with applicable securities legislation (collectively, the "Public Record");
(de) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(ef) the Subscriber acknowledges having received and reviewed certain materials concerning the Company;
(g) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(fh) there is no government or other insurance covering the Securities;
(gi) there then are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record and the risk factors as detailed in Exhibit B, and the Subscriber acknowledges such risks by signing the Risk Acknowledgement attached as Exhibit C;
(hj) there are restrictions on the Subscriber's ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities
(k) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under the Securities Act (British Columbia) (the "B.C. Act") and as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(l) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares")Units; provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares Units pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(im) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(jn) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(ko) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(lp) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLCOTC Bulletin Board;
(mq) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Units under the B.C. Act and National lnstrument 45-102 adopted by the British Columbia Securities Commission;
(r) the Company will refuse to register any transfer of the Offering Shares Units not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities lawsAct;
(ns) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;; and
(ot) the Subscriber (or others for whom it is contracting hereunder) has been advised to consult the Subscriber's its own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictionsrestrictions and applicable tax considerations, and it (or others for whom it is contracting under) is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and;
(ii) applicable resale restrictions; and
(piii) applicable tax legislation;
(u) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Netco Investments Inc)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act;
(c) the decision to execute this Agreement and acquire the Securities Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been filed by the Company with the Securities and Exchange Commission (the "SEC") and with Canadian securities regulatory authorities on the System For Electronic Document Analysis and Retrieval;
(d) if neither the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares;
(fe) there is no government or other insurance covering any of the SecuritiesShares;
(gf) there are risks associated with an investment in the SecuritiesShares;
(g) if the Subscriber is a resident of Ontario, the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under the Securities Act (Ontario) (the "Ontario Act") and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(h) the Subscriber has not acquired the Securities Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(j) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(k) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) none of the Securities Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities Shares will become listed on any stock exchange or automated dealer quotation system,; , except that currently market makers make a market for the Company's common shares of the Company are quoted for trading on the Pink Sheets LLCNASD's OTC Bulletin Board;
(m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the Securities Commissions in Canada;
(n) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable state and provincial securities laws;
(no) the statutory and regulatory basis for the exemption claimed for the offer Securitiesof the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 ActAct or any applicable state and provincial securities laws;
(op) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Shares hereunder, and
(ii) applicable resale restrictions; and
(pq) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Aurelio Resource Corp)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act;
(c) the decision to execute this Subscription Agreement and acquire the Securities Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or ▇▇▇▇▇▇ Subscription Foreign [OR 26-11-05].doc on behalf of the Company;
(d) ; if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable.;
(ed) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares;
(fe) there is no government or other insurance covering any of the SecuritiesShares;
(gf) there are risks associated with an investment in the SecuritiesShares;
(hg) the Subscriber has not acquired the Securities Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(ih) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(ji) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(kj) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(mk) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
(n) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(ol) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Shares hereunder, and
(ii) applicable resale restrictions; andand ▇▇▇▇▇▇ Subscription Foreign [OR 26-11-05].doc
(pm) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Medina International Corp)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;Act and in accordance with applicable state securities laws.
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(c) by completing the Questionnaires, the Subscriber is representing and warranting that the Subscriber is an “Accredited Investor”, as the term is defined in Regulation D under the 1933 Act and as the term is defined in Canadian National Instrument 45-106;
(d) the decision to execute this Subscription Agreement and acquire the Securities Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(de) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(ef) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesUnits;
(fg) there is no government or other insurance covering any of the SecuritiesUnits;
(gh) there are risks associated with an investment in the SecuritiesUnits;
(hi) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares")Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(ij) the Subscriber and the Subscriber's ’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(jk) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's ’s lawyer and/or advisor(s);
(kl) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein herein, or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company or the Agent in connection therewith;
(lm) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(mn) the Company will refuse to register any transfer of the Offering Shares or the Warrant Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
(n) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions; and;
(p) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Fundstech Corp)
Acknowledgements of Subscriber. 5.1 6.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("“Regulation S"”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case in accordance with applicable securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act;
(c) the decision to execute this Subscription Agreement and acquire the Securities Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been filed by the Company in compliance, or intended compliance, with applicable securities legislation (collectively, the “Public Record”);
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the SecuritiesShares;
(fe) there is no government or other insurance covering any of the SecuritiesShares;
(gf) there are risks associated with an investment in the SecuritiesShares, as more fully described in certain information forming part of the Public Record;
(hg) the Subscriber has not acquired the Securities Shares as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(ih) the Subscriber and the Subscriber's ’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(ji) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's ’s lawyer and/or advisor(s);
(kj) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(lk) none of the Securities Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities Shares will become listed on any stock exchange or automated dealer quotation system,; , except that currently the common shares of the Company Shares are quoted for trading on the Pink Sheets LLCover-the-counter market operated by the NASD’s OTC Bulletin Board;
(ml) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
(nm) the statutory and regulatory basis for the exemption claimed for the offer of Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 ActAct or any applicable securities laws;
(on) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Shares hereunder, and
(ii) applicable resale restrictions; and
(po) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Collaboration Agreement (Clean Power Technologies Inc.)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares have been or will be registered under the 1933 Act, Act or under any state securities or "“blue sky" ” laws of any state of the United States, States and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to “U.S. Persons, ” as that term is defined in Regulation S under the 1933 Act ("“Regulation S"”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case only in accordance with applicable state securities laws;
(b) the Subscriber acknowledges that the Company has not undertakenundertaken to, and will have no obligationobligation to, to register any of the Securities Shares under the 1933 ActAct or any other securities legislation;
(c) it has received and carefully read this Subscription Agreement;
(d) by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is not a resident of the United States and that the subscriber is an “Accredited Investor”, as that term is defined in National Instrument 45-106, as adopted by the British Columbia Securities Commission;
(e) no prospectus or offering memorandum within the meaning of the securities laws has been delivered to, summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the offering of the Shares made hereby and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Company;
(f) the decision to execute this Subscription Agreement and acquire the Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the ▇▇▇▇▇ database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at ▇▇▇.▇▇▇.▇▇▇;
(dg) if it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined in or contemplated by applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has presented a business plan been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Securities, and it has not become aware of any advertisement including, by way of example and not in limitation, advertisement in any printed media of general and regular circulation or on radio or television with respect to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits distribution of the Securities;
(fh) there is no government it and its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale of the Securities hereunder, and to obtain additional information, to the extent possessed or other insurance covering obtainable by the SecuritiesCompany without unreasonable effort or expense;
(gi) there are risks associated the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with an investment in the Securitiessale of the Securities hereunder have been made available for inspection by him and his attorney and/or advisor(s);
(hj) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(k) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(l) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements of the regulatory authorities in Canada requiring that the Company provide the Subscriber with a prospectus and sell the Securities to the Subscriber through a person registered to sell securities under the securities laws of the Canadian Province where the Subscriber resides and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by the securities laws of that Canadian Province, including statutory rights of rescission or damages, will not be available to the Subscriber;
(m) the Subscriber is purchasing the Securities pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is an accredited investor of the Company and, as a consequence:
(i) is restricted from using most of the civil remedies available under securities legislation,
(ii) may not receive information that would otherwise be required to be provided under securities legislation, and
(iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation;
(n) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "“directed selling efforts" ” (as that term is defined in Regulation S under the ▇▇▇▇ ▇▇▇S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares")Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(j) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(ko) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders, shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(m) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
(np) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 ActAct or any applicable state or provincial securities laws;
(oq) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(r) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority (known as FINRA);
(s) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Securities under Canadian provincial securities laws and Canadian National Instrument 45-102;
(t) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws;
(u) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(v) no documents in connection with the sale of the Securities hereunder have been reviewed by the SEC or any state securities administrators;
(w) there is no government or other insurance covering any of the Securities;
(x) the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and
(py) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (California Oil & Gas Corp)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares or Warrants have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("“Regulation S"”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(c) the decision to execute this Subscription Agreement and acquire the Securities Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesUnits;
(f) there is no government or other insurance covering any of the SecuritiesUnits;
(g) there are risks associated with an investment in the SecuritiesUnits;
(h) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements of the Subscriber’s jurisdiction to provide the Subscriber with a prospectus and to sell the Units through a person registered to sell securities under the securities laws of the Subscriber’s jurisdiction and, as a consequence of acquiring the Units pursuant to this exemption, certain protections, rights and remedies provided by the securities laws of the Subscriber’s jurisdiction, including statutory rights of rescission or damages, will not be available to the Subscriber;
(i) the Subscriber has not acquired the Securities Units as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares")Units; provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares Units pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(ij) the Subscriber and the Subscriber's ’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities Units hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(jk) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities Units hereunder have been made available for inspection by the Subscriber, the Subscriber's ’s lawyer and/or advisor(s);
(kl) the Subscriber will indemnify and hold harmless the Company andCompany, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(lm) none of the Securities in addition to resale restrictions imposed under U.S. securities laws, there are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading additional restrictions on the Pink Sheets LLCSubscriber’s ability to resell the Shares and the Warrant Shares in Canada under Canadian provincial securities laws and Canadian National Instrument 45-102;
(mn) the Company will refuse to register any transfer of the Offering Shares Units not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable state and provincial securities laws;
(no) the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer Securitiesof the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 ActAct or any applicable state or provincial securities laws;
(op) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Units and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Units hereunder, and
(ii) applicable resale restrictions; and
(pq) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Source Petroleum Inc.)
Acknowledgements of Subscriber. 5.1 6.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("“Regulation S"”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case in accordance with applicable securities laws;
(ba) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act;
(cb) the decision to execute this Subscription Agreement and acquire the Securities Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been filed by the Company in compliance, or intended compliance, with applicable securities legislation (collectively, the “Public Record”);
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(ec) no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the SecuritiesShares;
(fd) there is no government or other insurance covering any of the SecuritiesShares;
(ge) there are risks associated with an investment in the SecuritiesShares, as more fully described in certain information forming part of the Public Record;
(hf) the Subscriber has not acquired the Securities Shares as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(ig) the Subscriber and the Subscriber's ’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(jh) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's ’s lawyer and/or advisor(s);
(ki) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(lj) none of the Securities Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities Shares will become listed on any stock exchange or automated dealer quotation system,; , except that currently the common shares of the Company Shares are quoted for trading on the Pink Sheets LLCover-the-counter market operated by the NASD’s OTC Bulletin Board;
(mk) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
(nl) the statutory and regulatory basis for the exemption claimed for the offer of Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 ActAct or any applicable securities laws;
(om) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Shares hereunder, and
(ii) applicable resale restrictions; and
(pn) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Clean Power Technologies Inc.)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("“Regulation S"”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 ActAct (except as may be set forth herein);
(c) the decision to execute this Agreement and acquire the Securities Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
(d) if neither the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares;
(fe) there is no government or other insurance covering any of the SecuritiesShares;
(gf) there are risks associated with an investment in the SecuritiesShares;
(g) if the Subscriber is a resident of Ontario, the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under the Securities Act (Ontario) (the “Ontario Act”) and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the B.C. Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(h) the Subscriber has not acquired the Securities Shares as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(j) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(k) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) none of the Securities Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities Shares will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the Securities Commissions in Canada;
(n) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable state and provincial securities laws;
(no) the statutory and regulatory basis for the exemption claimed for the offer Securitiesof the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 ActAct or any applicable state and provincial securities laws;
(op) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Shares hereunder, and
(ii) applicable resale restrictions; and
(pq) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Sunpeaks Ventures, Inc.)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares or Warrants have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("“Regulation S"”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(c) the decision to execute this Subscription Agreement and acquire the Securities Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesUnits;
(f) there is no government or other insurance covering any of the SecuritiesUnits;
(g) there are risks associated with an investment in the SecuritiesUnits;
(h) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements of the Subscriber’s jurisdiction to provide the Subscriber with a prospectus and to sell the Units through a person registered to sell securities under the securities laws of the Subscriber’s jurisdiction and, as a consequence of acquiring the Units pursuant to this exemption, certain protections, rights and remedies provided by the securities laws of the Subscriber’s jurisdiction, including statutory rights of rescission or damages, will not be available to the Subscriber;
(i) the Subscriber has not acquired the Securities Units as a result of, and will not itself engage in, any "“directed selling efforts" ” (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares")Units; provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares Units pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(ij) the Subscriber and the Subscriber's ’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities Units hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(jk) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities Units hereunder have been made available for inspection by the Subscriber, the Subscriber's ’s lawyer and/or advisor(s);
(kl) the Subscriber will indemnify and hold harmless the Company andCompany, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(lm) none of the Securities Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities Shares will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(mn) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Shares and the Warrant Shares in Canada under Canadian provincial securities laws and Canadian National Instrument 45-102;
(o) the Company will refuse to register any transfer of the Offering Shares Units not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable state and provincial securities laws;
(np) the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer Securitiesof the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 ActAct or any applicable state or provincial securities laws;
(oq) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Units and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Units hereunder, and
(ii) applicable resale restrictions; and
(pr) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Red Sky Resources Inc.)
Acknowledgements of Subscriber. 5.1 6.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities have been registered under the Securities Act of 1933, as amended (the “1933 Act, ”) or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, Persons (as that term is defined in Regulation S under the 1933 Act ("Regulation S"herein), except in accordance with the provisions of Regulation S promulgated under the 1933 Act (“Regulation S”), pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case only in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges has received and carefully read this Subscription Agreement;
(c) by completing the Questionnaire, the Subscriber is representing and warranting that the Company has not undertakenSubscriber is satisfies one of the categories of registration and prospectus exemptions provided in NI 45-106;
(d) the Subscriber is outside the United States when receiving and executing this Subscription and is acquiring the Securities as principal for its own account, for investment purposes only, and will have not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no obligation, to register any other person has a direct or indirect beneficial interest in such Securities;
(e) none of the Securities under may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the expiration of a period of one year after the date of original issuance of the Securities;
(f) the statutory and regulatory basis for the exemption claimed for the offer and sale of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(cg) the decision to execute this Subscription Agreement and acquire purchase the Securities Units agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
Corporation and such decision is based solely upon a review of the publicly available information regarding the Corporation available on the website of the Canadian regulatory authorities available at ▇▇▇.▇▇▇▇▇.▇▇▇ and the United States Securities and Exchange Commission (dthe “SEC’) if the Company has presented a business plan to the Subscriberavailable at ▇▇▇.▇▇▇.▇▇▇ (collectively, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(f) there is no government or other insurance covering the Securities;
(g) there are risks associated with an investment in the Securities“Corporation Information”);
(h) the Securities are not being subscribed for by the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of material information about the Securities which would include any activities undertaken for the purpose of, or Corporation’s affairs that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirementshas not been publicly disclosed;
(i) the Subscriber and the Subscriber's ’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company Corporation in connection with the distribution of the Securities hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Corporation without unreasonable effort or expense, necessary to verify the accuracy of the information about contained in the CompanyCorporation Information, or any other document provided to the Subscriber;
(j) the books and records of the Company Corporation were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, business and that all documents, records and books in connection with the distribution of the Securities hereunder Offering have been made available for inspection by the Subscriber, the Subscriber's lawyer ’s attorney and/or advisor(s);
(k) all of the information which the Subscriber has provided to the Corporation is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Corporation, the Subscriber will immediately provide the Corporation with such information;
(l) the Subscriber will indemnify and hold harmless the Company Corporation and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders, shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein herein, in the Questionnaire or in any document furnished by the Subscriber to the Company Corporation in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company Corporation in connection therewith;
(lm) none the issuance and sale of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any will not be completed if it would be unlawful or if, in the discretion of the Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently Corporation acting reasonably, it is not in the common shares best interests of the Company are quoted for trading on the Pink Sheets LLC;
(m) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities lawsCorporation;
(n) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company Corporation is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(o) the Subscriber is acquiring the Securities pursuant to exemptions from the registration and prospectus requirements of all securities rules, policies, notices orders, legislation and regulations of any kind whatsoever (collectively, the “Securities Rules”) of all jurisdictions applicable to this Subscription Agreement, and, as a consequence, the undersigned will not be entitled to use most of the civil remedies available under the Securities Rules, including statutory rights of rescission and damages, and the undersigned will not receive information that would otherwise be required to be provided to the undersigned pursuant to the Securities Rules if such exemptions were not being used;
(p) the Securities are being issued pursuant to an exemption from the Securities Rules by virtue of (i) the undersigned’s status as an “accredited investor”, as defined in NI 45-106; and (ii) the fact that the undersigned is not a “U.S. person” as such term is defined in Regulation S promulgated under the 1933 Act;
(q) any transfer, resale or other subsequent disposition of any of the Securities may be subject to restrictions contained in the Securities Rules applicable to the holder of the Securities or to the proposed transferee, including, but not limited to, resale restrictions under the Securities Rules;
(r) no documents in connection with this Offering have been reviewed by the SEC, any state securities administrators or any Canadian regulatory authorities;
(s) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities or has reviewed any documents in connection with the sale of the Securities hereunder;
(t) the Corporation will refuse to register the transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities laws;
(u) the Corporation may pay to finders that introduce subscribers to the Corporation a finder’s fee of up to ten percent (10%) of the gross proceeds of the Offering, payable in Units;
(v) there is no government or other insurance covering any of the Securities; and
(pw) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the CompanyCorporation, and the Subscriber acknowledges and agrees that the Corporation reserves the right to reject any Subscription Agreement for any reason whatsoever.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Voice Mobility International Inc)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares, the Warrants or the shares of common stock (“Warrant Shares”) that may be issued upon the exercise of any of the Warrants (the Shares, the Warrants and the Warrant Shares may be hereinafter referred to collectively as the “Securities”) have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, States and, unless so registered, none of them may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("“Regulation S"”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertakenundertaken to, and will have no obligationobligation to, to register the Securities, or any of the Securities them, under the 1933 ActAct or the applicable Canadian securities laws;
(c) no prospectus or offering memorandum within the meaning of the securities laws applicable in both the United States and Canada (collectively, the “Applicable Securities Laws”) has been delivered to, summarized for or seen by the Subscriber in connection with the sale of the Units and the Subscriber is not aware of any prospectus or offering memorandum having been prepared by the Company;
(d) the decision to execute this Subscription Agreement and acquire the Securities Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
, and such decision is based entirely upon a review of information (dthe adequacy of which is hereby acknowledged) if about the Company has presented a business plan that is available to any member of the Subscriber, public on the Subscriber acknowledges that ▇▇▇▇▇ database maintained by the business plan may not be achieved or be achievableU.S. Securities and Exchange Commission (the “SEC”) at ▇▇▇.▇▇▇.▇▇▇ and the SEDAR database maintained by the Canadian Securities Administrators at ▇▇▇.▇▇▇▇▇.▇▇▇;
(e) there is no government or other insurance covering any of the Securities;
(f) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined in or contemplated by Applicable Securities Laws) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Securities (or any of them), and it has not become aware of any advertisement including, by way of example and not in limitation, advertisement in any printed media of general and regular circulation or on radio or television with respect to the distribution of the Units;
(g) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesSecurities or any of them;
(f) there is no government or other insurance covering the Securities;
(gh) there are risks associated with an investment in the SecuritiesCompany including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ and the SEDAR database maintained by the Canadian Securities Administrators at ▇▇▇.▇▇▇▇▇.▇▇▇;
(hi) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Units hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(j) if the Subscriber is a Canadian resident, the Company has not acquired advised the Subscriber that the Company is relying on an exemption from the requirements of the regulatory authorities in Canada requiring that the Company provide the Subscriber with a prospectus and sell the Securities to the Subscriber through a person registered to sell securities under the securities laws of the Canadian Province where the Subscriber resides and, as a consequence of acquiring the Units pursuant to this exemption, certain protections, rights and remedies provided by the securities laws of that Canadian Province, including statutory rights of rescission or damages, will not be available to the Subscriber;
(k) the Subscriber is not acquiring the Units as a result of, and will not itself engage in, any "“directed selling efforts" ” (as that term is defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares")Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws Applicable Securities Laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(j) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(kl) the Subscriber will indemnify and hold harmless the Company and, where applicable, and its directors, officers, employees, agents, advisors and shareholdersshareholders against, from and against will hold them harmless from, any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(lm) none of the Subscriber is aware that the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system,; system except that currently the Company’s common shares of the Company are (i) quoted for trading on the Pink Sheets LLCover-the-counter market operated by the NASD’s OTC-BB in the United States and (ii) listed on the TSX Venture Exchange in the provinces of British Columbia and Alberta, Canada;
(mn) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell the Securities under Canadian provincial securities laws and Canadian National Instrument 45-102;
(o) the Company will refuse to register any transfer of the Offering Shares Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities lawsApplicable Securities Laws;
(np) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer Securitiesof the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 ActAct or any applicable state or provincial securities laws;
(oq) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Company and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and,
(ii) applicable resale restrictions; and
(p) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Argentex Mining Corp)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act; THERE IS NO TRADING MARKET FOR THE SHARES;
(c) the decision to execute this Subscription Agreement and acquire the Securities Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable; the Company is in a start-up phase and there is no assurance of success;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares;
(f) there is no government or other insurance covering any of the SecuritiesShares;
(g) there are risks associated with an investment in the SecuritiesShares;
(h) the Subscriber has not acquired the Securities Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇1933 Act) in the United States in respect of any of the Securities which would Shares ▇▇▇▇▇ ▇ould include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(j) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(k) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) none of the Securities Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities Shares will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(m) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable state and provincial securities laws;
(n) the statutory and regulatory basis for the exemption claimed for the offer Securitiesof the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 ActAct or any applicable state and provincial securities laws;
(o) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Shares hereunder, and
(ii) applicable resale restrictions; and
(p) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Business Outsourcing Service, Inc.)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares have been or, except as otherwise expressly set forth in this Agreement, will be registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("“Regulation S"”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case only in accordance with applicable state securities laws;
(b) the Subscriber acknowledges that other than as set out herein, the Company has not undertakenundertaken to, and will have no obligationobligation to, to register any of the Securities Shares under the 1933 ActAct or any other securities legislation;
(c) it has received and carefully read this Subscription Agreement;
(d) if the Subscriber is a resident of Canada, by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is not a resident of the United States and that the subscriber is an “Accredited Investor”, as that term is defined in National Instrument 45-106, as adopted by the British Columbia Securities Commission;
(e) no prospectus or offering memorandum within the meaning of the securities laws has been delivered to, summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Company;
(f) the decision to execute this Subscription Agreement and acquire the Securities Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
, and such decision is based entirely upon a review of information (dthe adequacy of which is hereby acknowledged) if about the Company has presented a business plan that is available to any member of the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed public on the merits of ▇▇▇▇▇ database maintained by the Securities;
U.S. Securities and Exchange Commission (fthe “SEC”) there is no government or other insurance covering the Securitiesat ▇▇▇.▇▇▇.▇▇▇;
(g) there it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined in or contemplated by applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are risks associated with prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the SecuritiesShares, and it has not become aware of any advertisement including, by way of example and not in limitation, advertisement in any printed media of general and regular circulation or on radio or television with respect to the distribution of the Shares;
(h) it and its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(i) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Shares hereunder have been made available for inspection by him and his attorney and/or advisor(s);
(j) all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(k) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(l) if the Subscriber is a resident of Canada, the Company has advised the Subscriber that the Company is relying on an exemption from the requirements of the regulatory authorities in Canada requiring that the Company provide the Subscriber with a prospectus and sell the Shares to the Subscriber through a person registered to sell securities under the securities laws of the Canadian Province where the Subscriber resides and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the securities laws of that Canadian Province, including statutory rights of rescission or damages, will not be available to the Subscriber;
(m) the Subscriber has not acquired the Securities Shares as a result of, and will not itself engage in, any "“directed selling efforts" ” (as that term is defined in Regulation S under the ▇▇▇▇ ▇▇▇S) in the United States in respect of any of the Securities Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state securities and provincial Shares laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(j) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(kn) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders, shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(m) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
(n) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions; and
(p) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.or
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Big Bear Mining Corp.)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities have been registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("“Regulation S"”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(b) by completing the Questionnaire, the Subscriber acknowledges is representing and warranting that the Company has not undertakenSubscriber is an “Accredited Investor”, and will have no obligation, to register any as the term is defined in Rule 501 of the Securities Regulation D under the 1933 Act;
(c) the decision to execute this Agreement and acquire the Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been filed by the Company with the United States Securities and Exchange Commission and in compliance, or intended compliance, with applicable securities legislation (collectively, the "Public Record");
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(f) there is no government or other insurance covering the Securities;
(g) there are risks associated with an investment in the Securities, as more fully described in certain information forming part of the Public Record;
(h) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber's ’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(j) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's ’s lawyer and/or advisor(s);
(k) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein herein, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLCOTC Bulletin Board;
(m) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, or pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities lawsAct;
(n) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, Securities would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions; and
(p) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Big Bear Mining Corp.)
Acknowledgements of Subscriber. 5.1 4.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares have not been registered under the Securities Act of 1933, as amended (“1933 Act”), or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered sold or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), transferred except in accordance with the provisions of Regulation S promulgated pursuant to the 1933 Act (“Regulation S”), pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case in accordance with applicable state and local securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligationobligation to undertake, to register any of the Securities Shares under the 1933 Act;
(c) the decision to execute this Subscription Agreement and acquire the Securities Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of the information filed by the Company with the U.S. Securities and Exchange Commission (the “SEC Filings”);
(d) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares;
(f) there is no government or other insurance covering the Securities;
(ge) there are risks associated with an investment in the SecuritiesShares, as described in the SEC Filings;
(hf) the Subscriber has not acquired the Securities Shares as a result of, and will not itself itself, directly or indirectly, engage in, in any "“directed selling efforts" ” (as defined in Regulation S under the ▇▇▇▇ ▇▇▇S) in the United States in respect of any of the Securities Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws Act, pursuant to Regulation S, or under an exemption from such registration requirements;
(ig) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution purchase of the Securities Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(j) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(kh) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(li) none of the Securities Shares are not listed on any stock exchange or automated dealer quotation system (other than the Over the Counter Bulletin Board (“OTC BB”)) and no representation has been made to the Subscriber that any of the Securities Shares will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLCsystem (other than OTC BB);
(mj) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable state and local securities laws;
(nk) the statutory and regulatory basis for the exemption claimed for the offer Securitiesof the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 ActAct or any applicable state and provincial securities laws;
(ol) the Subscriber has been advised by the Company to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions, and it the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Shares hereunder, ; and
(ii) applicable resale restrictions; and
(pm) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Traceguard Technologies, Inc.)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) : none of the Securities have been or will be registered under the 1933 Act, or under any state securities or "“blue sky" ” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("“Regulation S"”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;
(b) the Subscriber acknowledges that Act and in each case only in accordance with applicable state securities laws; the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(c) Act or any other securities legislation; the decision to execute this Subscription Agreement and acquire purchase the Securities Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
(d) if Company and such decision is based entirely upon a review of this Subscription Agreement and any public information which has been filed by the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;
(e) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(f) there is no government or other insurance covering the Securities;
(g) there are risks associated with an investment in the Securities;
(h) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" Exchange Commission (as defined in Regulation S under the ▇▇▇▇ ▇▇▇“SEC”) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose ofcompliance, or that could reasonably be expected to have the effect ofintended compliance, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(i) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(j) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(k) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(m) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
(n) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) legislation; the Subscriber has been advised to consult the Subscriber's ’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions; and;
7.1 (pe) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.(f)
Appears in 1 contract
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act; THERE IS NO TRADING MARKET FOR THE SHARES;
(c) by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an Accredited Investor, as the term is defined in MI 45-103;
(d) the decision to execute this Subscription Agreement and acquire the Securities Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the receipt of which is hereby acknowledged) which has been provided by the Company to the Subscriber;
(de) if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable; the Company is in a start-up phase and there is no assurance of success;
(ef) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares;
(fg) there is no government or other insurance covering any of the SecuritiesShares;
(gh) there are risks associated with an investment in the SecuritiesShares;
(hi) the Company has advised the B.C. Subscribers that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities under the SECURITIES ACT (British Columbia) (the "B.C. Act") Alberta, and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the B.C. and Alberta Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(j) the Subscriber has not acquired the Securities Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇1933 Act) in the United States in respect of any of the Securities which would Shares ▇▇▇▇▇ ▇ould include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(ik) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(jl) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(km) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(ln) none of the Securities Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities Shares will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(mo) for B.C. Subscribers, in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(p) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable state and provincial securities laws;
(nq) the statutory and regulatory basis for the exemption claimed for the offer Securitiesof the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 ActAct or any applicable state and provincial securities laws;
(or) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Shares hereunder, and
(ii) applicable resale restrictions; and
(ps) the securities of the Company cannot be transferred without the previous consent of the board of directors, expressed by resolution of the board, at the sole discretion of the directors;
(t) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (VB Trade Inc)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) none of the Securities Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 ActAct and in each case in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Securities Shares under the 1933 Act;; ▇▇▇▇▇▇ Subscription Foreign [OR 26-11-05].doc
(c) the decision to execute this Subscription Agreement and acquire the Securities Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
(d) ; if the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable.;
(ed) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares;
(fe) there is no government or other insurance covering any of the SecuritiesShares;
(gf) there are risks associated with an investment in the SecuritiesShares;
(hg) the Subscriber has not acquired the Securities Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of any of the Securities Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;
(ih) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(ji) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
(kj) the Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(l) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(mk) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
(n) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(ol) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:: ▇▇▇▇▇▇ Subscription Foreign [OR 26-11-05].doc
(i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Shares hereunder, and
(ii) applicable resale restrictions; and
(pm) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Medina International Corp)
Acknowledgements of Subscriber. 5.1 7.1 The Subscriber acknowledges and agrees thatacknowledges:
(a) none of no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the Securities merit for investment of, nor have been registered under the 1933 Actany such agencies or governmental authorities, regulatory bodies, stock exchanges or under other entities made any state securities recommendation or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance endorsement with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject respect to, the registration requirements of the 1933 ActShares;
(b) the Subscriber acknowledges that sale and delivery of the Company has not undertakenShares is conditional upon such sale being exempt from the prospectus filing and registration requirements, and will have no obligation, being exempt from the requirement to register any deliver an offering memorandum in connection with the distribution of the Securities Shares under the 1933 Actapplicable securities laws or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement;
(c) the decision to execute this Agreement and acquire the Securities hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf none of the Company;
(d) if Shares have been or will be registered under the Company has presented a business plan to 1933 Act or the Subscriber, securities laws of any state and the Subscriber acknowledges that the business plan Shares may not be achieved offered or be achievable;
(e) no securities commission sold, directly or similar regulatory authority has reviewed or passed on the merits of the Securities;
(f) there is no government or other insurance covering the Securities;
(g) there are risks associated with an investment in the Securities;
(h) the Subscriber has not acquired the Securities as a result ofindirectly, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States to, or for the account or benefit of, a U.S. Person or a person in the United States unless registered under the 1933 Act and the securities laws of all applicable states or unless an exemption from such registration requirements is available, and the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any of the Securities which would include any activities undertaken for Shares ;
(d) the purpose ofSubscriber may not offer, sell or that could reasonably be expected to have transfer the effect of, conditioning the market in Shares within the United States or to, or for the resale of any of account or benefit of, a U.S. Person, unless the Shares, the Equity Warrant Shares, the Debt Warrant Shares and the Conversion Shares (collectively, the "Offering Shares"); provided, however, that the Subscriber may sell or otherwise dispose of any of the Offering Shares pursuant to registration thereof are registered under the 1933 Act and any applicable state the securities laws of all applicable states or under an exemption from such registration requirementsrequirements is available;
(ie) the acquisition of the Shares has not been made through or as a result of any “general solicitation or general advertising” (as such terms are used in Rule 502(c) of Regulation D) the distribution of the Shares has not been 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;
(f) the certificates evidencing the Shares will bear a legend regarding restrictions on transfer as required pursuant to applicable Securities Laws, including applicable federal and state securities laws of the United States;
(g) the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with regarding the distribution of the Securities hereunderOffering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about contained in the CompanyCompany Information, or any business plan, corporate profile or any other document provided to the Subscriber;
(jh) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, business and that all documents, records and books in connection with the distribution of the Securities hereunder pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber's lawyer attorney and/or advisor(s);
(ka) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders, shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein herein, the Agreement or in any other document furnished by the Subscriber to the Company in connection herewith herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(lb) none neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities are listed Shares ;
(c) no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(i) there is no government or other insurance covering any of the Shares ;
(j) the Company is relying on any stock exchange an exemption from the requirements to provide the Subscriber with a prospectus or automated dealer quotation system registration statement and to sell securities through a person or company registered to sell securities under the securities laws or other applicable securities legislation and, as a consequence of acquiring Shares pursuant to this exemption, certain protections, rights and remedies provided by the securities laws or other applicable securities legislation including statutory rights of rescission or damages, will not be available to the Subscriber; and
(k) no representation person has been made to the Subscriber that any of the Securities will become listed on any stock exchange written or automated dealer quotation system,; except that currently the common shares of the Company are quoted for trading on the Pink Sheets LLC;
(m) the Company will refuse to register any transfer of the Offering Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
(n) the statutory and regulatory basis for the exemption claimed for the offer Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o) the Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance withoral representations:
(i) that any applicable laws of person will resell or repurchase the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, andShares;
(ii) applicable resale restrictionsthat any person will refund the purchase price of the Shares; andor
(piii) this Subscription Agreement is not enforceable by as to the Subscriber unless it has been accepted by future price or value of any of the CompanyShares.
Appears in 1 contract
Sources: Debt Settlement and Subscription Agreement (Ecologic Transportation, Inc.)