Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that: (a) Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion of the Note (the Note and the Shares may be hereinafter referred to collectively as 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, none of them may be offered or sold in the United States or, directly or indirectly, to a U.S. Person, 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 and in each case in accordance with applicable state securities laws; (b) the Company has not undertaken to, and will have no obligation to, register the Securities, or any of them, under the 1933 Act; (c) it has received and carefully read this Subscription Agreement; (d) the decision to execute this Subscription Agreement and acquire the Note 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 ▇▇▇.▇▇▇.▇▇▇; (e) there are risks associated with an investment in the Company 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 ▇▇▇.▇▇▇.▇▇▇; (f) 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 Note hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; (g) 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; (h) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold the Company harmless from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement; (i) 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; (j) 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 Shares of the Company on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority (“FINRA”); (k) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, 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); (l) the Subscriber is not acquiring the Note 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 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 the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements; (m) 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; (n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (o) no documents in connection with the sale of the Note hereunder have been reviewed by the SEC or any state securities administrators; (p) there is no government or other insurance covering any of the Securities; (q) 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; (r) 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 either the United States or Canada 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; and (s) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Note, 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 or any applicable state securities laws; .
Appears in 5 contracts
Sources: Subscription Agreement (Toron Inc.), Subscription Agreement (Vapor Hub International Inc.), Subscription Agreement (Mokita, Inc.)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) Neither the Note nor the shares of common stock (“Shares”"SHARES") that may be issued upon a conversion of the Note (the Note and the Shares may be hereinafter referred to collectively as the “Securities”"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, none of them may be offered or sold in the United States or, directly or indirectly, to a U.S. Person, as that term is defined in Regulation S under the 1933 Act (“Regulation "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 and in each case in accordance with applicable state securities laws;
(b) the Company has not undertaken to, and will have no obligation to, register the Securities, or any of them, under the 1933 Act;
(c) it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Note 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 ▇▇▇▇▇ EDGAR database maintained by the U.S. Securities and Exchange Ex▇▇▇▇▇e Commission (the “"SEC”") at ▇▇▇.▇▇▇.▇▇▇www.sec.gov;
(e) there are risks associated with an investment in in▇▇▇▇▇▇▇▇ ▇n the Company including, by way of example and not in limitation, the specific risks identified in the Company’s 's most recent periodic reports filed with the SEC and available for viewing at the SEC’s 's website at ▇▇▇.▇▇▇.▇▇▇www.SEC.gov;
(f) it and its advisor(s) have had a reasonable opportunity reaso▇▇▇▇▇ ▇▇▇▇rtunity to ask questions of and receive answers from the Company in connection with the sale of the Note hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(g) 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;
(h) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold the Company harmless from any loss or damage it may suffer as a result of the Subscriber’s 's failure to correctly complete this Subscription Agreement;
(i) 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;
(j) 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 Shares of the Company on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority (“"FINRA”");
(k) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.20, 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);
(l) the Subscriber is not acquiring the Note as a result of, and will not itself engage in, any “"directed selling efforts” " (as that term is defined in Regulation S under the ▇▇▇▇ ▇▇▇1933 Act) in the United States in respect of the Securities Secu▇▇▇▇▇▇ 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 the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(m) 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;
(n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(o) no documents in connection with the sale of the Note hereunder have been reviewed by the SEC or any state securities administrators;
(p) there is no government or other insurance covering any of the Securities;
(q) 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;
(r) 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 either the United States or Canada 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; and
(s) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Note, 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 or any applicable state securities laws; .
Appears in 4 contracts
Sources: Subscription Agreement (Norstra Energy Inc), Subscription Agreement (Norstra Energy Inc), Subscription Agreement (Global Stevia Corp.)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion none of the Note (the Note and the Shares may be hereinafter referred to collectively as 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, none of them they may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonPersons, 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 and in each case in accordance with applicable state and provincial securities laws;
(b) the Subscriber acknowledges that the Company has not undertaken toundertaken, and will have no obligation toobligation, to register the Securities, or any of them, the Shares under the 1933 Act, except in accordance with Section 5 of this Subscription Agreement;
(c) no prospectus or offering memorandum within the meaning of the securities laws has been delivered to or summarized for or seen by the Subscriber (and, if applicable, others for whom it has received is contracting hereunder) in connection with the Offering and carefully read this Subscription Agreementthe 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;
(d) the decision to execute this Subscription Agreement and acquire the Note 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 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 ▇▇▇.▇▇▇.▇▇▇;
(e) it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined by or contemplated in 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 been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including without limitation in printed media of general and regular paid circulation or on radio or television with respect to the distribution of the Shares;
(f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(g) there is no government or other insurance covering any of the Shares;
(h) there are risks associated with an investment in the Company Shares 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 ▇▇▇.▇▇▇.▇▇▇;
(fi) it the Subscriber has not acquired the Shares as a result of, and its 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 the 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 the Shares; provided, however, that, following the period of restriction from sale or transfer of the Shares described in subsection 1.4 of this Subscription, the Subscriber may sell or otherwise dispose of the 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;
(j) 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 sale distribution of the Note Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(gk) 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 indemnify the Company with such information;
and its directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from and against any and all loss, liability, claim, damage and expense whatsoever (hincluding, 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) the Company is entitled to rely on the representations and warranties arising out of or based upon any representation or warranty of the Subscriber contained herein or in this Subscription Agreement and any document furnished by the Subscriber will hold to the Company harmless from in connection herewith being untrue in any loss material respect or damage it may suffer as a result 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) the 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 Shares will become listed on any stock exchange or automated dealer quotation system except that currently the Company’s common shares are quoted on the over-the-counter market operated by the OTC Bulletin Board;
(m) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s failure ability to correctly complete this Subscription Agreementresell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102;
(in) the Company will refuse to register any transfer of the 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 applicable state and provincial securities laws;
(o) the statutory and regulatory basis for the exemption from U.S registration requirements claimed for the offer of 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 Act or any applicable state or provincial securities laws;
(p) 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;
(j) 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 Shares of the Company on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority (“FINRA”);
(k) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, 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);
(l) the Subscriber is not acquiring the Note 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 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 the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(m) 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;
(n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(o) no documents in connection with the sale of the Note hereunder have been reviewed by the SEC or any state securities administrators;
(p) there is no government or other insurance covering any of the Securities;and,
(q) the issuance and sale of the Securities to this Subscription Agreement is not enforceable by the Subscriber will not be completed if unless it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of has been accepted by the Company;
(r) 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 either the United States or Canada 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; and
(s) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Note, 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 or any applicable state securities laws; .
Appears in 2 contracts
Sources: Private Placement Subscription Agreement (Global Energy Inc), Private Placement Subscription Agreement (Global Energy Inc)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion none of the Note (the Note and the Shares may be hereinafter referred to collectively as 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, none of them may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonPersons, 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 and in each case only in accordance with any applicable state securities and provincial laws;
(b) the Company has not undertaken toundertaken, and will have no obligation toobligation, to register the Securities, or any of them, the Shares under the 1933 ActAct or qualify any of the Shares under any state or provincial securities laws;
(c) it the Subscriber has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire purchase the Note 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, 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 ▇▇▇.▇▇▇.▇▇▇;
(e) there are risks associated with an investment in the Company including, by way of example Subscriber 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 ▇▇▇.▇▇▇.▇▇▇;
(f) it and its Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale of the Note hereunderOffering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(gf) all information which the Subscriber has provided to books and records of the Company is correct and complete as of the date the Subscription Agreement is signedwere available upon reasonable notice for inspection, and if there should be any change in such information prior subject to this Subscription Agreement being executed by the Company, the Subscriber will immediately provide the Company with such information;
(h) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold the Company harmless from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(i) 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 certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and it is solely responsible (that all documents, records 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 books in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(j) none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has Offering have 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 Shares of the Company on the OTC Bulletin Board operated available for inspection by the Financial Industry Regulatory Authority (“FINRA”Subscriber, the Subscriber's attorney and/or advisor(s);
(k) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, 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);
(l) the Subscriber is not acquiring the Note 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 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 the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(m) 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;
(n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(o) no documents in connection with the sale of the Note hereunder have been reviewed by the SEC or any state securities administrators;
(p) there is no government or other insurance covering any of the Securities;
(q) 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;
(r) 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 either the United States or Canada 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; and
(s) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Note, 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 or any applicable state securities laws; .
Appears in 2 contracts
Sources: Private Placement Subscription Agreement (Lions Gate Lighting Corp.), Private Placement Subscription Agreement (Lions Gate Lighting Corp.)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion of the Note (the Note and the Shares may be hereinafter referred to collectively as 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, none of them may be offered or sold in the United States or, directly or indirectly, to a U.S. Person, 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 and in each case in accordance with applicable state securities laws;
(b) the Company has not undertaken to, and will have no obligation to, register the Securities, or any of them, under the 1933 Act;
(c) it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Note 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 Subscriber on the ▇▇▇▇▇ database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at ▇▇▇.▇▇▇.▇▇▇request;
(e) there are risks associated with an investment in the Company including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed communications with the SEC and available for viewing at the SEC’s website at ▇▇▇Subscriber.▇▇▇.▇▇▇;
(f) 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 Note hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(g) 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;
(h) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold the Company harmless from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(i) 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;
(j) 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 Shares of system until the Company on has successfully obtained the OTC Bulletin Board operated by the Financial Industry Regulatory Authority approval of Securities and Exchange Commission (“FINRASEC”);.
(k) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, 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);
(l) the Subscriber is not acquiring the Note as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the ▇1▇▇▇ ▇▇▇) in the United States in respect 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 the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(m) 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;
(n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(o) no documents in connection with the sale of the Note hereunder have been reviewed by the SEC or any state securities administrators;
(p) there is no government or other insurance covering any of the Securities;
(q) 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;
(r) 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 either the United States or Canada 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; and
(s) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Note, 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 or any applicable state securities laws; .
Appears in 2 contracts
Sources: Subscription Agreement (Network Cn Inc), Subscription Agreement (Network Cn Inc)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion of the Note (the Note and the Shares may be hereinafter referred to collectively as 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, none of them may be offered or sold in the United States or, directly or indirectly, to a U.S. Person, 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 and in each case in accordance with applicable state securities laws;
(b) the Company has not undertaken to, and will have no obligation to, register the Securities, or any of them, under the 1933 Act;
(c) it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Note 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 ▇E▇▇▇▇ database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at ▇w▇▇.▇▇▇.▇▇▇;
(e) there are risks associated with an investment in the Company 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 ▇w▇▇.▇▇▇.▇▇▇;
(f) 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 Note hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(g) 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;
(h) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold the Company harmless from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(i) 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;
(j) 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 Shares of the Company on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority (“FINRA”);
(k) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, 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);
(l) the Subscriber is not acquiring the Note as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the ▇1▇▇▇ ▇▇▇) in the United States in respect 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 the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(m) 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;
(n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(o) no documents in connection with the sale of the Note hereunder have been reviewed by the SEC or any state securities administrators;
(p) there is no government or other insurance covering any of the Securities;
(q) 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;
(r) 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 either the United States or Canada 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; and
(s) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Note, 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 or any applicable state securities laws; .
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Norstra Energy Inc)
Acknowledgements of Subscriber. 5.1 7.1 The Subscriber acknowledges and agrees that:
(a) Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion none of the Note (the Note and the Shares may be hereinafter referred to collectively as 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, none of them may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonPersons, 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 and in each case only in accordance with applicable state and provincial securities laws;; D/ljm/707289.1
(b) the Company has not undertaken toundertaken, and will have no obligation toobligation, to register the Securities, or any of them, the Shares under the 1933 ActAct or any other securities legislation;
(c) it he has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Note 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, Company and such decision is based entirely upon a review of any public information (the adequacy of which is hereby acknowledged) about has been filed by the Company that is available to any member of with the public on the ▇▇▇▇▇ database maintained by the U.S. Securities and Exchange Commission (the “"SEC”") at ▇▇▇.▇▇▇.▇▇▇in compliance, or intended compliance, with applicable securities legislation;
(e) there are risks associated with an investment in the Company including, by way of example he 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 ▇▇▇.▇▇▇.▇▇▇;
(f) it and its his advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale issuance of the Note Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(gf) all information which the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber has provided to during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Company is correct and complete as issuance of the date the Subscription Agreement is signed, Shares hereunder have been made available for inspection by him 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 informationhis attorney and/or advisor(s);
(hg) 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 harmless from any loss or damage it or they may suffer as a result of the Subscriber’s 's failure to correctly complete this Subscription Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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;
(i) 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 any of the Securities Shares hereunder, and
(ii) applicable resale restrictions;
(j) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell any of the Shares under the Securities Act (Ontario) and Multilateral Instrument 45-102 adopted by the Ontario Securities Commission;
(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 to sell the Shares and, as a consequence of acquiring the Shares pursuant to such exemption certain protections, rights and remedies D/ljm/707289.1 provided by the applicable securities legislation of British Columbia and Ontario, including statutory rights of rescission or damages, will not be available to the Subscriber;
(l) 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 certain market makers make market in the Shares common shares of the Company on the OTC National Association of Securities Dealers, Inc.'s Over-the-Counter Bulletin Board operated by the Financial Industry Regulatory Authority (“FINRA”)Board;
(km) the Subscriber is outside the United States when receiving and executing this Agreement and is acquiring the Shares 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 Shares;
(n) none of the Securities Shares may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, 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);
(l) the Subscriber is not acquiring the Note 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 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 the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(m) 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;
(no) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the SecuritiesShares;
(op) no documents in connection with the sale of the Note Shares hereunder have been reviewed by the SEC or any state securities administrators;
(pq) there is no government or other insurance covering any of the SecuritiesShares;
(qr) the issuance and sale of the Securities Shares 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;
(rs) the Subscriber is purchasing the Securities Shares 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 an insider of either the United States or Canada 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; and;
(st) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer and sale of the NoteShares, 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 or any applicable state securities lawsAct; and
(u) this Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Digital Youth Network Corp.)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion none of the Note Shares or the Warrants (the Note and the Shares may be collectively, hereinafter referred to collectively as 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, none of them may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonPersons, 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 and in each case only in accordance with applicable state and provincial securities laws;
(b) except as otherwise provided for in this Subscription Agreement, the Subscriber acknowledges that the Company has not undertaken toundertaken, and will have no obligation toobligation, to register the Securities, or any of them, the Securities under the 1933 ActAct or any other securities legislation;
(c) it the Subscriber has received and carefully read this Subscription Agreement;
(d) all dollar amounts referred to in this Subscription Agreement are in U.S. currency;
(e) the decision to execute this Subscription Agreement and acquire purchase the Note 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 and such decision is based entirely upon a review of any public information (the adequacy of which is hereby acknowledged) about has been filed by the Company that is available to any member of with the public on the ▇▇▇▇▇ database maintained by the U.S. Securities and Exchange Commission (the “"SEC”") at ▇▇▇.▇▇▇.▇▇▇;
(e) there are risks associated in compliance, or intended compliance, with an investment in the Company 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 ▇▇▇.▇▇▇.▇▇▇applicable securities legislation;
(f) it the Subscriber and its the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale of the Note Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(g) all information which the Subscriber has provided to books and records of the Company is correct were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and complete as that all documents, records and books in connection with the sale 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 Securities hereunder have been made available for inspection by the CompanySubscriber, the Subscriber will immediately provide the Company with such informationSubscriber's attorney and/or advisor(s);
(h) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Securities pursuant to this Subscription Agreement;
(i) the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company harmless from any loss or damage it or they may suffer as a result of the Subscriber’s 's failure to correctly complete this Subscription Agreement;
(ij) it will indemnify and hold harmless the Company and, where applicable, its respective 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;
(k) 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.
(l) 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 the Securities Act (British Columbia) (the "B.C. Act") and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(jm) 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 Shares common shares of the Company on the OTC National Association of Securities Dealers, Inc.'s Over-the-Counter Bulletin Board operated by the Financial Industry Regulatory Authority (“FINRA”)Board;
(kn) that resale of any of the Securities in Canada is restricted except pursuant to an exemption from applicable securities legislation;
(o) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus to sell the Securities and, as a consequence of acquiring the Securities pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation of British Columbia including statutory rights of rescission or damages, will not be available to the Subscriber;
(p) it is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Securities 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 Securities;
(q) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, 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);
(l) the Subscriber is not acquiring the Note 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 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 the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(m) 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;
(nr) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(os) no documents in connection with the sale of the Note Securities hereunder have been reviewed by the SEC or any state securities administrators;
(pt) there is no government or other insurance covering any of the Securities;
(qu) 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;
(r) 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 either the United States or Canada 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; and
(sv) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer and sale of the NoteSecurities, 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 or any applicable state securities lawsAct; and
(w) 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 (Digital Youth Network Corp.)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion of the Note (the Note and the Shares may be hereinafter referred to collectively as 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, none of them may be offered or sold in the United States or, directly or indirectly, to a U.S. Person, 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 and in each case in accordance with applicable state securities laws;
(b) the Company has not undertaken to, and will have no obligation to, register the Securities, or any of them, under the 1933 Act;
(c) it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Note 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 ▇▇▇.▇▇▇.▇▇▇;
(e) there are risks associated with an investment in the Company 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 ▇▇▇.▇▇▇.▇▇▇;
(f) 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 Note hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(g) 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;
(h) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold the Company harmless from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(i) 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;
(j) 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 Shares of the Company on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority (“FINRA”);
(k) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, 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);
(l) the Subscriber is not acquiring the Note 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 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 the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(m) 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;
(n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(o) no documents in connection with the sale of the Note hereunder have been reviewed by the SEC or any state securities administrators;
(p) there is no government or other insurance covering any of the Securities;
(q) 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;
(r) 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 either the United States or Canada 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; and
(s) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Note, 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 or any applicable state securities laws; .
Appears in 1 contract
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion none of the Note (the Note and the Shares may be hereinafter referred to collectively as the “Securities”) 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, none of them may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonPersons, 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 and in each case in accordance with applicable state securities lawsAct;
(b) the Subscriber acknowledges that the Company has not undertaken toundertaken, and will have no obligation toobligation, to register the Securities, or any of them, the Shares under the 1933 Act1933;
(c) it has received by completing the Questionnaire, the Subscriber is representing and carefully read this Subscription Agreementwarranting that the Subscriber is an “Accredited Investor”, as the term is defined in Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;
(d) the decision to execute this Subscription Agreement and acquire the Note 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 receipt of which is hereby acknowledged) about which has been filed by the Company that is available to any member of with the public on the ▇▇▇▇▇ database maintained by the U.S. United States Securities and Exchange Commission and in compliance, or intended compliance, with applicable securities legislation (collectively, the “SEC”) at ▇▇▇.▇▇▇.▇▇▇"Public Record");
(e) 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;
(f) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(g) there is no government or other insurance covering the Securities;
(h) there are risks associated with an investment in the Company includingSecurities, by way as more fully described in certain information forming part 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 ▇▇▇.▇▇▇.▇▇▇Public Record;
(fi) it 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 its 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;
(j) the Subscriber has not acquired the Securities as a result of, and will not itself engage in, 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 or Warrant Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares or Warrant Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(k) 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 sale distribution of the Note Securities hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(gl) all information which the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber has provided to during reasonable business hours at its principal place of business, and all documents, records and books in connection with the Company is correct and complete as distribution 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 Securities hereunder have been made available for inspection by the CompanySubscriber, the Subscriber’s lawyer and/or advisor(s);
(m) the Subscriber will immediately provide indemnify and hold harmless the Company with such information;
and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (hincluding, 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) the Company is entitled to rely on the representations and warranties arising out of or based upon any representation or warranty of the Subscriber contained 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;
(n) 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 OTC Bulletin Board;
(o) it is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Subscriber will hold Shares 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 Shares;
(p) none of the Company harmless from any loss Shares may be offered or damage it may suffer 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 Restricted Period (as a result of defined herein);
(q) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s failure ability to correctly complete this Subscription Agreementresell the Shares and the Warrant Shares under the B.C. Act and Multilateral Instrument 45-102 adopted by the British Columbia Securities Commission;
(ir) the Company will refuse to register any transfer of the Shares or the Warrant 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;
(s) 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;
(t) 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;
(j) 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 Shares of the Company on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority (“FINRA”);
(k) none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, 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);
(l) the Subscriber is not acquiring the Note 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 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 the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(m) 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;
(n) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(o) no documents in connection with the sale of the Note hereunder have been reviewed by the SEC or any state securities administrators;
(p) there is no government or other insurance covering any of the Securities;
(q) 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;
(r) 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 either the United States or Canada 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; and
(su) this Subscription Agreement is not enforceable by the statutory and regulatory basis for Subscriber unless it has been accepted by the exemption from U.S. registration requirements claimed for the offer of the Note, 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 or any applicable state securities laws; Company.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Eden Energy Corp)
Acknowledgements of Subscriber. 5.1 The Subscriber acknowledges and agrees that:
(a) Neither the Note nor the shares of common stock (“Shares”) that may be issued upon a conversion none of the Note (the Note and the Shares may be hereinafter referred to collectively as the “Securities”) 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, none of them may not be offered or sold in the United States or, directly or indirectly, to a U.S. PersonPersons, 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 and in each case in accordance with applicable state securities lawsAct;
(b) the Company has not undertaken to, and will have no obligation to, register the Securities, or any of them, under the 1933 Act;
(c) it has received and carefully read this Subscription Agreement;
(d) the decision to execute this Subscription Agreement and acquire the Note 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 receipt of which is hereby acknowledged) about which has been filed by the Company that is available to any member of with the public on the ▇▇▇▇▇ database maintained by the U.S. United States Securities and Exchange Commission and in compliance, or intended compliance, with applicable securities legislation (the “SEC”) at ▇▇▇.▇▇▇.▇▇▇;
(e) there are risks associated with an investment in the Company including, by way of example and not in limitationcollectively, 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 ▇▇▇.▇▇▇.▇▇▇;
(f) 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 Note hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(g) 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;
(h) the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold the Company harmless from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement;
(i) 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;
(j) 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 Shares of the Company on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority (“FINRA”"Public Record");
(kc) none of if the Securities may be offered or sold by Company has presented a business plan to the Subscriber, the Subscriber to a U.S. Person (as defined in Section 6.2, below, acknowledges that the business plan may not be achieved 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)be achievable;
(ld) the Subscriber is not acquiring the Note 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 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 the Securities pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;
(m) 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;
(n) neither the SEC nor any other no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(o) no documents in connection with the sale of the Note hereunder have been reviewed by the SEC or any state securities administrators;
(pe) there is no government or other insurance covering any of the Securities;
(qf) there are risks associated with an investment in the issuance and sale Securities, as more fully described in certain information forming part 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 CompanyPublic Record;
(r) 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 either the United States or Canada 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; and
(s) the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Note, 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 or any applicable state securities laws; .
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Eden Energy Corp)