CERTIFICATE FOR EXEMPTION Clause Samples

The Certificate for Exemption clause establishes the conditions under which a party may be formally excused from complying with certain legal or contractual requirements. Typically, this clause outlines the process for obtaining an official certificate or document from a relevant authority that verifies the exemption, such as from taxes, licensing, or regulatory obligations. Its core practical function is to provide a clear and recognized mechanism for parties to demonstrate their exempt status, thereby reducing uncertainty and ensuring compliance with applicable laws or agreements.
CERTIFICATE FOR EXEMPTION. In addition to the representations, warranties acknowledgments and agreements contained in the subscription to which this Form 1 – Certificate for Exemption is attached, the Subscriber hereby represents, warrants and certifies to the Issuer that the Subscriber is purchasing the Purchased Securities set out in the subscription as principal, it is resident in the jurisdiction set out on the Acceptance Page of the subscription and: [check all appropriate boxes]
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CERTIFICATE FOR EXEMPTION. In addition to the representations, warranties acknowledgments and agreements contained in the subscription to which this Form 1 – Certificate for Exemption is attached, the Subscriber, for itself or on behalf of any Disclosed Principal, as applicable, hereby represents, warrants and certifies to the Issuer that the Subscriber or the Disclosed Principal, as applicable, is purchasing the securities set out in the subscription as principal, that it is resident in the jurisdiction set out on the Acceptance Page of the subscription and: [check all appropriate boxes] The Subscriber or the Disclosed Principal, as applicable, is: [ ] (a) a Canadian financial institution, or a Schedule III bank; [ ] (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act ;
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CERTIFICATE FOR EXEMPTION. In addition to the representations, warranties, acknowledgments and agreements contained in the subscription to which this Form 1 – Certificate for Exemption is attached, the Subscriber hereby represents, warrants and certifies to the Issuer (and acknowledges that the Issuer is entitled to rely thereon) that the Subscriber is purchasing the Securities set out in the subscription as principal, it is resident in the jurisdiction set out in Box A of page 2 of the subscription and: [check all appropriate boxes] All capitalized terms not otherwise defined herein shall have the meaning given to those terms in the attached subscription.
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CERTIFICATE FOR EXEMPTION. In addition to the representations, warranties acknowledgments and agreements contained in the Subscription to which this Certificate for Exemption is attached, the Subscriber, for itself and on behalf of any person for whom it is acting, hereby represents, warrants and certifies to the Issuer that the Subscriber and any person for whom it is acting is purchasing the securities set out in the Subscription to which this is attached as principal, is resident in the jurisdiction set out on the face page hereof and: [check all appropriate boxes]
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CERTIFICATE FOR EXEMPTION. In addition to the representations, warranties acknowledgments and agreements contained in the Subscription to which this Certificate for Exemption is attached, the Subscriber, for itself and on behalf of any person for whom it is acting, hereby represents, warrants and certifies to the Issuer that the Subscriber and any person for whom it is acting is purchasing the securities set out in the Subscription to which this is attached as principal, is resident in the jurisdiction set out on the face page hereof and: [check all appropriate boxes] ALL SUBSCRIBERS (All Subscribers must meet the criteria in at least one of Categories 1 to 4)
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CERTIFICATE FOR EXEMPTION. In addition to the representations, warranties acknowledgments and agreements contained in the subscription to which this Form 1 – Certificate for Exemption is attached, the Subscriber, for itself or on behalf of any Disclosed Principal, as applicable, hereby represents, warrants and certifies to the Issuer that the Subscriber or the Disclosed Principal, as applicable, is purchasing the securities set out in the subscription as principal, that it is resident in the jurisdiction set out on the Acceptance Page of the subscription and: [check all appropriate boxes] Category 1: Accredited Investor The Subscriber or the Disclosed Principal, as applicable, is: ☐ (a) a Canadian financial institution, or a Schedule III bank; ☐ (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act; ☐ (c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; ☐ (d) a person registered under the securities legislation of a jurisdiction of Canada, as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario), or the Securities Act (Newfoundland and Labrador);
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CERTIFICATE FOR EXEMPTION. In addition to the covenants, representations and warranties contained in the subscription to which this Certificate for Exemption is attached as Form 1, the undersigned Subscriber (or the Subscriber on behalf of one or more beneficial purchasers for whom the Subscriber is purchasing as principal) covenants, represents and warrants to the Issuer that the Subscriber (or one or more beneficial purchasers for whom the Subscriber is purchasing as principal) either: (i) qualifies under Category I as an “accredited investor” as defined in National Instrument 45-106 - Prospectus Exemptions, (ii) qualifies under Category 2 - Minimum $150,000 Investment, (iii) qualifies under Category 3 as a “friend, family or business associate”, or (iv) qualifies under Category 4 as an employee, officer, director or consultant of the Issuer and in each case has checked the appropriate box below.
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Related to CERTIFICATE FOR EXEMPTION

  • Reason for exemption Circle the letter that identifies the reason for the exemption. A Federal government (department) B State or local government (name) C Tribal government (name) D Foreign diplomat # E Charitable organization # F Religious or educational organization # G Resale # H Agricultural production # I Industrial production/manufacturing # J Direct pay permit # K Direct mail # L Other (explain)

  • Procedure for Exchange (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”) delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series B Preferred Units, or a specified portion thereof, may be effected after the tenth (10th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B Preferred Shares issued pursuant to this SECTION shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series B Preferred Units for shares of Series B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (b) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B Preferred Unit that was validly exchanged into Series B Preferred Shares pursuant to this section (other than the General Partner now holding such Series B Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B Preferred Shares for which such Series B Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees of the General Partner.

  • CERTIFICATE OF SERVICE I certify that I served a true and correct copy of the foregoing Consent Agreement and Final

  • Procedure for Exercise (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.

  • Agreement for Exchange of Information; Archives (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Nuance and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance or SpinCo, or any member of its respective Group, as applicable, reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance or SpinCo, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo determines that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege.