ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER Clause Samples
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, 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 to U.S. Persons (as defined herein), except 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 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, or in a transaction not subject to, the registration requirements of the 1933 Act;
(c) the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(d) the decision to execute this Subscription Agreement and purchase the Purchased 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 and such decision is based entirely upon a review of information (the "Company Information") which has been provided by the Company to the Purchaser. If the Company has presented a business plan or any other type of corporate profile to the Purchaser, the Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;
(e) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any business plan, corporate profile or any other document provided to the Purchaser;
(f) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and tha...
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER. 2.1 Acknowledgements concerning offering
(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 and in each case in accordance with applicable state and provincial securities laws;
(b) the Purchaser acknowledges that the Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act;
(c) by completing the Questionnaire and the BC Questionnaire, the Purchaser is representing and warranting that the Purchaser is an “Accredited Investor”, as the term is defined in Regulation D of the United States Securities Act of 1933 and National Instrument 45-106 adopted by the British Columbia Securities Commission (“BCSC”), respectively;
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER