Closing and Conditions of Closing. 3.1. The completion of the offer and sale of the Purchased Securities purchased by the Subscriber hereunder (the “Closing”) will occur at the offices of the Corporation at Suite 507 – ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, at 10:00 a.m. Vancouver time (the “Closing Time”) on the Closing Date or such other date and time as may be determined by the Corporation; provided that the Closing may be effected by a series of discrete Closings involving the Corporation and one or more purchasers of the Offered Securities. 3.2. If, prior to the Closing Time, the terms and conditions contained in this Agreement have been complied with to the satisfaction of the Corporation, or waived by the Corporation, the Corporation will deliver to the Subscriber certificates representing the Shares and such other documentation as may be required pursuant to this Agreement. 3.3. If, prior to the Closing Time, the terms and conditions contained in this Agreement (other than delivery by the Corporation to the Subscriber of certificates representing the Shares) have not been complied with to the satisfaction of the Corporation, or waived by the Corporation, the Corporation and the Subscriber will have no further obligations under this Agreement. 3.4. The Subscriber on its own behalf and, if applicable, on behalf of any Disclosed Principal for whom it is acting, acknowledges and agrees that the offer, sale and issuance of the Purchased Securities as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Closing Time, which conditions are for the exclusive benefit of the Corporation and may be waived, in whole or in part, by the Corporation in its sole discretion: (a) the Subscriber delivering on or before two business days prior to the Closing Date to the Corporation at Suite 507 – 837 West Hastings Street, Vancouver, British Columbia, V6C 3NG, Canada, Attention: Anton (▇▇▇▇) ▇▇▇▇▇▇▇▇, Chief Financial Officer: (i) a fully completed and executed copy of this Agreement; (ii) a certified cheque, bank draft or money order payable to “Oculus VisionTech Inc.” in an amount equal to the aggregate Subscription Price for the Purchased Securities; (iii) if the Subscriber or the Disclosed Principal, if applicable, is a resident of British Columbia, Alberta, Ontario or Québec: (A) a fully completed and executed Canadian Investor Certificate attached as Schedule “A” hereto; (B) if the Subscriber or the Disclosed Principal, if applicable, is an Accredited Investor, a fully completed and executed Canadian Accredited Investor Certificate attached as Schedule “B” hereto and if not a corporation or other non-individual entity, a fully completed and executed Form for Individual Accredited Investors attached as Schedule ”C”; and (C) if not an Accredited Investor and if a resident of Ontario, a fully completed and executed Risk Acknowledgement Form for Family, Friend and Business Associate Investors attached as Schedule “D” hereto; provided that if the Subscriber is a corporation or other non-individual entity and purchasing as principal for its own account and is subscribing for Purchased Securities with an acquisition cost to the Subscriber of not less than $150,000 paid at the Closing Time and was not created, or used, solely to purchase or hold securities in reliance on the “minimum amount investment” prospectus exemption set out in Section 2.10 of NI 45-106 then no further certificate is required; (iv) if the Subscriber or the Disclosed Principal, if applicable, is a corporation or other non- individual entity and will hold more than 5% of the Corporation’s issued and outstanding common shares upon the completion of the Offering, a fully completed and executed Form 4C - Corporate Placee Registration Form, attached as Schedule “E”, unless the Subscriber or the Disclosed Principal has previously filed a Form 4C with the Exchange and the information therein is current as of the Closing Time; and (v) any further documentation required under Applicable Securities Laws or by the Exchange; (b) the Corporation accepting the Subscriber’s subscription for the Purchased Securities, in whole or in part; (c) the sale of the Purchased Securities by the Corporation to the Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (d) the Corporation obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations of Regulatory Authorities necessary to complete the offer, sale and issuance of the Purchased Securities; (e) the representations and warranties of the Subscriber having been true and correct as of the date of this Agreement and being true and correct at the Closing Time; and (f) all documentation relating to the offer, sale and issuance of the Purchased Securities being in form and substance satisfactory to the Corporation.
Appears in 1 contract
Sources: Common Share Subscription Agreement (Perkins Rowland)
Closing and Conditions of Closing. 3.1. 7.1 The completion Closing of the offer purchase and sale of the Purchased Securities purchased by the Subscriber hereunder (the “Closing”) will occur Offered Shares shall be completed at the offices of the Corporation at Suite 507 – ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Burnet, ▇▇▇▇▇▇▇▇▇, ▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇LLP, ▇▇▇ ▇▇▇Calgary, ▇▇▇▇▇▇, Alberta at 10:00 a.m. Vancouver time (the “Closing Time”.
7.2 The Closing shall be conditional on the following being delivered to the Underwriters at or before such time:
(a) one or more definitive certificates representing in the aggregate the Offered Shares registered in the name of CDS & Co., or in such other name or names as the Underwriters may notify the Corporation in writing at any time until 12:00 (noon) (Calgary time) on the Business Day immediately preceding the Closing Date;
(b) a comfort letter of KPMG dated the Closing Date or such other date and time as may be determined by addressed to the Corporation; provided that Underwriters in form and content satisfactory to the Closing may be effected by a series Underwriters and their counsel, bringing the information contained in the comfort letter of discrete Closings involving the Corporation and one or more purchasers of the Offered Securities.
3.2. If, prior KPMG referred to in paragraph 3.1(e) forward to the Closing Time, the terms and conditions contained in this Agreement have been complied with to the satisfaction of the Corporationprovided that, or waived such comfort letter shall be based on a review by the Corporation, the Corporation will deliver to the Subscriber certificates representing the Shares and such other documentation as may be required pursuant to this Agreement.
3.3. If, KPMG having a cut-off date not more than two Business Days prior to the Closing Time, the terms and conditions contained in this Agreement (other than delivery by the Corporation to the Subscriber of certificates representing the Shares) have not been complied with to the satisfaction of the Corporation, or waived by the Corporation, the Corporation and the Subscriber will have no further obligations under this Agreement.
3.4. The Subscriber on its own behalf and, if applicable, on behalf of any Disclosed Principal for whom it is acting, acknowledges and agrees that the offer, sale and issuance of the Purchased Securities as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Closing Time, which conditions are for the exclusive benefit of the Corporation and may be waived, in whole or in part, by the Corporation in its sole discretion:
(a) the Subscriber delivering on or before two business days prior to the Closing Date to the Corporation at Suite 507 – 837 West Hastings Street, Vancouver, British Columbia, V6C 3NG, Canada, Attention: Anton (▇▇▇▇) ▇▇▇▇▇▇▇▇, Chief Financial Officer:
(i) a fully completed and executed copy of this Agreement;
(ii) a certified cheque, bank draft or money order payable to “Oculus VisionTech Inc.” in an amount equal to the aggregate Subscription Price for the Purchased Securities;
(iii) if the Subscriber or the Disclosed Principal, if applicable, is a resident of British Columbia, Alberta, Ontario or Québec:
(A) a fully completed and executed Canadian Investor Certificate attached as Schedule “A” hereto;
(B) if the Subscriber or the Disclosed Principal, if applicable, is an Accredited Investor, a fully completed and executed Canadian Accredited Investor Certificate attached as Schedule “B” hereto and if not a corporation or other non-individual entity, a fully completed and executed Form for Individual Accredited Investors attached as Schedule ”C”; and
(C) if not an Accredited Investor and if a resident of Ontario, a fully completed and executed Risk Acknowledgement Form for Family, Friend and Business Associate Investors attached as Schedule “D” hereto; provided that if the Subscriber is a corporation or other non-individual entity and purchasing as principal for its own account and is subscribing for Purchased Securities with an acquisition cost to the Subscriber of not less than $150,000 paid at the Closing Time and was not created, or used, solely to purchase or hold securities in reliance on the “minimum amount investment” prospectus exemption set out in Section 2.10 of NI 45-106 then no further certificate is required;
(iv) if the Subscriber or the Disclosed Principal, if applicable, is a corporation or other non- individual entity and will hold more than 5% of the Corporation’s issued and outstanding common shares upon the completion of the Offering, a fully completed and executed Form 4C - Corporate Placee Registration Form, attached as Schedule “E”, unless the Subscriber or the Disclosed Principal has previously filed a Form 4C with the Exchange and the information therein is current as of the Closing Time; and
(v) any further documentation required under Applicable Securities Laws or by the Exchange;
(b) the Corporation accepting the Subscriber’s subscription for the Purchased Securities, in whole or in partDate;
(c) the sale of the Purchased Securities by the Corporation to the Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document;
(d) the Corporation obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations of Regulatory Authorities necessary to complete the offer, sale and issuance of the Purchased Securities;
(e) the representations and warranties of the Subscriber having been true and correct as of the date of this Agreement and being true and correct at the Closing Time; and
(f) all documentation relating to the offer, sale and issuance of the Purchased Securities being written confirmation in form and substance satisfactory to the Underwriters that the Offered Shares will at the time of Closing be listed for trading on the Exchanges and all conditions other than completion of the Closing and notification thereof to the Exchanges shall have been met to permit the Offered Shares to be posted for trading on the Closing Date;
(d) the certificates contemplated by Section 9;
(e) certificates dated the Closing Date signed by appropriate officers of the Corporation certifying with respect to the currently effective constating documents of the Corporation, all in a form approved by counsel to the Underwriters, acting reasonably, the resolutions of the board of directors of the Corporation relevant to the Prospectuses, any Supplementary Material, the offering of the Offered Shares, the incumbency and signatures of signing officers of the Corporation and with respect to such other matters as the Underwriters may reasonably request; and
(f) the requisite legal opinions (including an opinion of Québec counsel), letters and certificates as contemplated herein and such further documentation as may be contemplated herein or as counsel to the Underwriters may reasonably require, against payment of the amount of the Purchase Price net of the Underwriters' Commission in connection with the sale of the Offered Shares, by wire transfer on a same day basis at par in the City of Calgary to the Corporation, or as the Corporation may otherwise direct the Underwriters in writing not less than 48 hours prior to the Closing Time.
Appears in 1 contract
Closing and Conditions of Closing. 3.1. 7.1 The completion Closing of the offer purchase and sale of the Purchased Securities purchased by the Subscriber hereunder (the “Closing”) will occur Firm Units herein provided for shall be completed at the offices of the Corporation at Suite 507 – ▇▇▇ ▇▇▇▇ ▇▇B▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at the Closing Time.
7.2 The several obligations of the Underwriters to purchase the Firm Units on the Closing Date are subject to the accuracy, as of the Closing Date, of the representations and warranties of each of the Trust, the Corporation and the Manager contained herein, and to the performance by each of the Trust, the Corporation and the Manager of its covenants and obligations hereunder and to the following additional conditions:
(a) the Registration Statement and all post-effective amendments thereto shall have become effective and any and all filings required by General Instruction II.L. of Form F-10 shall have been made within the applicable time period prescribed by, and in compliance with, the SEC Rules and Regulations, and any request of the SEC or any of the Qualifying Authorities for additional information (to be included in the Registration Statement, the Canadian Prospectus or otherwise) shall have been disclosed to the Underwriters and complied with to their reasonable satisfaction. No stop order or cease trade order suspending the effectiveness of the Registration Statement, as amended from time to time, or preventing the distribution of the Offered Units shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Trust, shall be contemplated or threatened by the SEC or any of the Qualifying Authorities and no injunction, restraining order or order of any nature by a Federal or state or a Canadian federal, provincial or territorial court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance of the Offered Units;
(b) the Underwriters shall have received on the Closing Date, (i) the opinion of B▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Canadian counsel for the Trust, the Corporation and the Manager, as set forth in section 8.1, and (ii) the opinion of C▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ & M▇▇▇▇▇▇, at 10:00 a.m. Vancouver time (U.S. counsel for the “Closing Time”) on the Closing Date or such other date and time as may be determined by the Corporation; provided that the Closing may be effected by a series of discrete Closings involving the Corporation and one or more purchasers of the Offered Securities.
3.2. If, prior to the Closing Time, the terms and conditions contained in this Agreement have been complied with to the satisfaction of the Corporation, or waived by the Corporation, the Corporation will deliver to the Subscriber certificates representing the Shares and such other documentation as may be required pursuant to this Agreement.
3.3. If, prior to the Closing Time, the terms and conditions contained in this Agreement (other than delivery by the Corporation to the Subscriber of certificates representing the Shares) have not been complied with to the satisfaction of the Corporation, or waived by the CorporationTrust, the Corporation and the Subscriber will have no further obligations under this Agreement.
3.4. The Subscriber on its own behalf andManager as set forth in section 8.2, if applicable, on behalf of any Disclosed Principal for whom it is acting, acknowledges and agrees that the offer, sale and issuance of the Purchased Securities as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Closing Time, which conditions are for the exclusive benefit of the Corporation and may be waived, in whole or in part, by the Corporation in its sole discretion:
(a) the Subscriber delivering on or before two business days prior to each dated the Closing Date and addressed to the Corporation at Suite 507 – 837 West Hastings StreetUnderwriters (and, Vancouver, British Columbia, V6C 3NG, Canada, Attention: Anton (in the case of the opinion of B▇▇▇▇▇▇ ▇▇▇▇▇ LLP, stating that it may be relied upon by counsel to the Underwriters);
(c) the Underwriters shall have received from Quebec counsel to the Trust, the Corporation and the Manager, a legal opinion addressed to the Underwriters and Underwriters’ Counsel, dated the Closing Date, in form and substance satisfactory to the Underwriters’ Counsel, regarding the compliance with the laws of the Province of Quebec relating to the use of the French language in connection with the documents to be delivered by the Underwriters in the Province of Quebec;
(d) the Underwriters shall have received from V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., U.S. counsel for the Underwriters, an opinion dated the Closing Date substantially to the effect specified in subparagraph (a) of section 8.2. In rendering such opinion, V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P. may rely as to all matters governed by the laws of Canada and its Provinces on the opinion of counsel referred to in Paragraph 7.2(b)(i). In addition to the matters set forth above, such opinion shall also include a statement to the effect that nothing has come to the attention of such counsel which leads them to believe that (i) the Registration Statement, or any amendment thereto, as of the time it became effective under the Securities Act as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the U.S. Prospectus, or any supplement thereto, on the date it was filed pursuant to the Rules and Regulations and as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that such counsel need express no view as to financial statements, schedules and statistical information therein). With respect to any such statement, such counsel may state that their belief is based upon the procedures set forth therein, but is without independent check and verification;
(e) the Underwriters shall have received from Fraser M▇▇▇▇▇ Casgrain LLP, Canadian counsel for the Underwriters, an opinion, dated the Closing Date, substantially to the effect specified in subparagraphs (a) to (s) of section 8.1;
(f) the Underwriters shall have received on the Closing Date the opinion of C▇▇▇▇▇, ▇▇▇▇▇▇▇ & M▇▇▇▇▇▇, U.S. counsel for the Trust and the Corporation confirming its opinion as to the material United States income tax consequences to holders of Trust Units, as set forth in the Registration Statement and the Canadian Prospectus, in form and substance satisfactory to the Underwriters and their counsel, each dated the Closing Date and addressed to the Underwriters;
(g) the Underwriters shall have received, on each of the date hereof, the Closing Date, a letter dated the date hereof, the Closing Date in form and substance satisfactory to the Underwriters, of each of (i) KPMG LLP confirming that they are independent public accountants within the meaning of the Securities Act and the SEC Rules and Regulations and the Securities Laws of the Qualifying Provinces and stating that in their opinion the financial statements and schedules examined by them and included in the Registration Statement comply in form in all material respects with the applicable accounting requirements of the Canadian Securities Laws, and containing such other statements and information as is ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial and statistical information contained in the Registration Statement, the U.S. Prospectus and the Canadian Prospectus;
(h) the Underwriters shall have received, on each of the date hereof and the Closing Date, a letter in form and substance satisfactory to the Underwriters and its United States counsel, of G▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Financial Officer:
(i) a fully completed and executed copy of this Agreement;
(ii) a certified cheque, bank draft or money order payable to “Oculus VisionTech Inc.” in an amount equal ▇ Jung Associates Ltd. confirming certain matters regarding the Reserve Report with respect to the aggregate Subscription Price for the Purchased Securities;
(iii) if the Subscriber or the Disclosed Principal, if applicable, is a resident of British Columbia, Alberta, Ontario or Québec:
(A) a fully completed and executed Canadian Investor Certificate attached as Schedule “A” hereto;
(B) if the Subscriber or the Disclosed Principal, if applicable, is an Accredited Investor, a fully completed and executed Canadian Accredited Investor Certificate attached as Schedule “B” hereto and if not a corporation or other non-individual entity, a fully completed and executed Form for Individual Accredited Investors attached as Schedule ”C”; and
(C) if not an Accredited Investor and if a resident of Ontario, a fully completed and executed Risk Acknowledgement Form for Family, Friend and Business Associate Investors attached as Schedule “D” hereto; provided that if the Subscriber is a corporation or other non-individual entity and purchasing as principal for its own account and is subscribing for Purchased Securities with an acquisition cost reserves attributable to the Subscriber of not less than $150,000 paid at the Closing Time and was not created, or used, solely to purchase or hold securities in reliance on the “minimum amount investment” prospectus exemption set out in Section 2.10 of NI 45-106 then no further certificate is required;
(iv) if the Subscriber or the Disclosed Principal, if applicable, is a corporation or other non- individual entity and will hold more than 5% of the Corporation’s issued and outstanding common shares upon the completion of the Offering, a fully completed and executed Form 4C - Corporate Placee Registration Form, attached as Schedule “E”, unless the Subscriber or the Disclosed Principal has previously filed a Form 4C with the Exchange Corporation including and the information therein is current as of disclosure thereof in the Closing Time; and
(v) any further documentation required under Applicable Securities Laws or by Registration Statement and the ExchangeCanadian Prospectus;
(b) the Corporation accepting the Subscriber’s subscription for the Purchased Securities, in whole or in part;
(c) the sale of the Purchased Securities by the Corporation to the Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document;
(d) the Corporation obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations of Regulatory Authorities necessary to complete the offer, sale and issuance of the Purchased Securities;
(e) the representations and warranties of the Subscriber having been true and correct as of the date of this Agreement and being true and correct at the Closing Time; and
(f) all documentation relating to the offer, sale and issuance of the Purchased Securities being in form and substance satisfactory to the Corporation.
Appears in 1 contract
Closing and Conditions of Closing. 3.1. 7.1 The completion Closing of the offer purchase and sale of the Purchased Securities purchased by the Subscriber hereunder (the “Closing”) will occur Firm Units herein provided for shall be completed at the offices of the Corporation at Suite 507 – ▇▇▇ ▇▇▇▇ ▇▇B▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at the Closing Time.
7.2 The several obligations of the Underwriters to purchase the Firm Units on the Closing Date are subject to the accuracy, as of the Closing Date, of the representations and warranties of each of the Trust, the Corporation and the Manager contained herein, and to the performance by each of the Trust, the Corporation and the Manager of its covenants and obligations hereunder and to the following additional conditions:
(a) the Registration Statement and all post-effective amendments thereto shall have become effective and any and all filings required by General Instruction II.L. of Form F-10 shall have been made within the applicable time period prescribed by, and in compliance with, the SEC Rules and Regulations, and any request of the SEC or any of the Qualifying Authorities for additional information (to be included in the Registration Statement, the Canadian Prospectus or otherwise) shall have been disclosed to the Underwriters and complied with to their reasonable satisfaction. No stop order or cease trade order suspending the effectiveness of the Registration Statement, as amended from time to time, or preventing the distribution of the Offered Units shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Trust, shall be contemplated or threatened by the SEC or any of the Qualifying Authorities and no injunction, restraining order or order of any nature by a Federal or state or a Canadian federal, provincial or territorial court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance of the Offered Units;
(b) the Underwriters shall have received on the Closing Date, (i) the opinion of B▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Canadian counsel for the Trust, the Corporation and the Manager, as set forth in section 8.1, and (ii) the opinion of C▇▇▇ ▇▇▇, ▇▇▇▇▇▇, at 10:00 a.m. Vancouver time (the “Closing Time”) on the Closing Date or such other date and time as may be determined by the Corporation; provided that the Closing may be effected by a series of discrete Closings involving the Corporation and one or more purchasers of the Offered Securities.
3.2. If, prior to the Closing Time, the terms and conditions contained in this Agreement have been complied with to the satisfaction of the Corporation, or waived by the Corporation, the Corporation will deliver to the Subscriber certificates representing the Shares and such other documentation as may be required pursuant to this Agreement.
3.3. If, prior to the Closing Time, the terms and conditions contained in this Agreement (other than delivery by the Corporation to the Subscriber of certificates representing the Shares) have not been complied with to the satisfaction of the Corporation, or waived by the Corporation, the Corporation and the Subscriber will have no further obligations under this Agreement.
3.4. The Subscriber on its own behalf and, if applicable, on behalf of any Disclosed Principal for whom it is acting, acknowledges and agrees that the offer, sale and issuance of the Purchased Securities as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Closing Time, which conditions are for the exclusive benefit of the Corporation and may be waived, in whole or in part, by the Corporation in its sole discretion:
(a) the Subscriber delivering on or before two business days prior to the Closing Date to the Corporation at Suite 507 – 837 West Hastings Street, Vancouver, British Columbia, V6C 3NG, Canada, Attention: Anton (▇▇▇▇) ▇▇▇ & M▇▇▇▇▇▇, Chief Financial Officer:
(i) a fully completed U.S. counsel for the Trust, the Corporation and executed copy of this Agreement;
(ii) a certified chequethe Manager as set forth in section 8.2, bank draft or money order payable to “Oculus VisionTech Inc.” in an amount equal each dated the Closing Date and addressed to the aggregate Subscription Price for Underwriters (and, in the Purchased Securities;
(iii) if case of the Subscriber or the Disclosed Principalopinion of B▇▇▇▇▇▇ ▇▇▇▇▇ LLP, if applicable, is a resident of British Columbia, Alberta, Ontario or Québec:
(A) a fully completed and executed Canadian Investor Certificate attached as Schedule “A” hereto;
(B) if the Subscriber or the Disclosed Principal, if applicable, is an Accredited Investor, a fully completed and executed Canadian Accredited Investor Certificate attached as Schedule “B” hereto and if not a corporation or other non-individual entity, a fully completed and executed Form for Individual Accredited Investors attached as Schedule ”C”; and
(C) if not an Accredited Investor and if a resident of Ontario, a fully completed and executed Risk Acknowledgement Form for Family, Friend and Business Associate Investors attached as Schedule “D” hereto; provided stating that if the Subscriber is a corporation or other non-individual entity and purchasing as principal for its own account and is subscribing for Purchased Securities with an acquisition cost it may be relied upon by counsel to the Subscriber of not less than $150,000 paid at the Closing Time and was not created, or used, solely to purchase or hold securities in reliance on the “minimum amount investment” prospectus exemption set out in Section 2.10 of NI 45-106 then no further certificate is required;
(iv) if the Subscriber or the Disclosed Principal, if applicable, is a corporation or other non- individual entity and will hold more than 5% of the Corporation’s issued and outstanding common shares upon the completion of the Offering, a fully completed and executed Form 4C - Corporate Placee Registration Form, attached as Schedule “E”, unless the Subscriber or the Disclosed Principal has previously filed a Form 4C with the Exchange and the information therein is current as of the Closing Time; and
(v) any further documentation required under Applicable Securities Laws or by the Exchange;
(b) the Corporation accepting the Subscriber’s subscription for the Purchased Securities, in whole or in partUnderwriters);
(c) the sale of Underwriters shall have received from Quebec counsel to the Purchased Securities by Trust, the Corporation and the Manager, a legal opinion addressed to the Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement Underwriters and as to the preparation of an offering memorandum or similar document contained in any statuteUnderwriters’ Counsel, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document;
(d) the Corporation obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations of Regulatory Authorities necessary to complete the offer, sale and issuance of the Purchased Securities;
(e) the representations and warranties of the Subscriber having been true and correct as of the date of this Agreement and being true and correct at dated the Closing Time; and
(f) all documentation relating to the offerDate, sale and issuance of the Purchased Securities being in form and substance satisfactory to the Corporation.Underwriters’ Counsel, regarding the compliance with the laws of the Province of Quebec relating to the use of the French language in connection with the documents to be delivered by the Underwriters in the Province of Quebec;
(d) the Underwriters shall have received from V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., U.S. counsel for the Underwriters, an opinion dated the Closing Date substantially to the effect specified in subparagraph (a) of section 8.2. In rendering such opinion, V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P. may rely as to all matters governed by the laws of Canada and its Provinces on the opinion of counsel referred to in Paragraph 7.2(b)(i). In addition to the matters set forth above, such opinion shall also include a statement to the effect that nothing has come to the attention of such counsel which leads them to believe that (i) the Registration Statement, or any amendment thereto, as of the time it became effective under the Securities Act and as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the U.S. Prospectus, or any supplement thereto, on the date it was filed pursuant to the Rules and Regulations and as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that such counsel need express no view as to financial statements, schedules and statistical information therein). With respect to any such statement, such counsel may state that their belief is based upon the procedures set forth therein, but is without independent check and verification;
(e) the Underwriters shall have received from Fraser M▇▇▇▇▇ Casgrain LLP, Canadian counsel for the Underwriters, an opinion, dated the Closing Date, substantially to the effect specified in subparagraphs (a) to (s) of section 8.1;
(f) the Underwriters shall have received on the Closing Date the opinion of C▇▇▇▇▇, ▇▇▇▇▇▇▇ & M▇▇▇▇▇▇, U.S. counsel for the Trust and the Corporation confirming its opinion as to the material United States income tax consequences to holders of Trust Units, as set forth in the Registration Statement and the Canadian Prospectus, in form and substance satisfactory to the Underwriters and their counsel, each dated the Closing Date and addressed to the Underwriters; (g) the Underwriters shall have received, on each of the date hereof, the Closing Date, a letter dated the date hereof, the Closing Date in form and substance satisfactory to the Underwriters, of each of (i) KPMG LLP confirming that they are independent public accountants within the meaning of the Securities Act and the SEC Rules and Regulations and the Securities Laws of the Qualifying Provinces and stating that in their opinion the financial statements and schedules examined by them and included in the Registration Statement comply in form in all material respects with the applicable accounting requirements of the Canadian Securities Laws, and containing such other statements and information as is ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial and statistical information contained in the Registration Statement, the U.S. Prospectus and the Canadian Prospectus;
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Closing and Conditions of Closing. 3.1. The completion of the offer and sale of the Purchased Securities purchased by the Subscriber hereunder (the “Closing”) will occur at the offices of the Corporation at Suite 507 – ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, at 10:00 a.m. Vancouver time (the “Closing Time”) on the Closing Date or such other date and time as may be determined by the Corporation; provided that the Closing may be effected by a series of discrete Closings involving the Corporation and one or more purchasers of the Offered Securities.
3.2. If, prior to the Closing Time, the terms and conditions contained in this Agreement have been complied with to the satisfaction of the Corporation, or waived by the Corporation, the Corporation will deliver to the Subscriber certificates representing the Shares Purchased Securities and such other documentation as may be required pursuant to this Agreement.
3.3. If, prior to the Closing Time, the terms and conditions contained in this Agreement (other than delivery by the Corporation to the Subscriber of certificates representing the SharesPurchased Securities) have not been complied with to the satisfaction of the Corporation, or waived by the Corporation, the Corporation and the Subscriber will have no further obligations under this Agreement.
3.4. The Subscriber on its own behalf and, if applicable, on behalf of any Disclosed Principal for whom it is acting, acknowledges and agrees that the offer, sale and issuance of the Purchased Securities as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Closing Time, which conditions are for the exclusive benefit of the Corporation and may be waived, in whole or in part, by the Corporation in its sole discretion:
(a) the Subscriber delivering on or before two business days prior to the Closing Date to the Corporation at Suite 507 – 837 West Hastings Street, Vancouver, British Columbia, V6C 3NG, Canada, Attention: Anton (▇▇▇▇) ▇▇▇▇▇▇▇▇, Chief Financial Officer:
(i) a fully completed and executed copy of this Agreement;
(ii) a certified cheque, bank draft or money order payable to “Oculus VisionTech Inc.” in an amount equal to the aggregate Subscription Price for the Purchased Securities;
(iii) if the Subscriber or the Disclosed Principal, if applicable, is a resident of British Columbia, Alberta, Ontario or Québec:fully completed and executed U.S. Accredited Investor Certificate attached as Schedule “A”;
(Aiv) a fully completed and executed Canadian Investor Certificate attached as Schedule “A” hereto;
(B) if ”. If the Subscriber or the Disclosed Principal, if applicable, is an Accredited Investor“accredited investor” (as that term is defined in NI 45-106), a fully completed and executed Canadian Accredited Investor Certificate attached as Schedule “BC” hereto and if not a corporation or other non-individual nonindividual entity, a fully completed and executed Form for Individual Accredited Investors attached as Schedule ”C”; and
(C) if not an Accredited Investor and if a resident of Ontario, a fully completed and executed Risk Acknowledgement Form for Family, Friend and Business Associate Investors attached as Schedule “D” hereto; provided that if the Subscriber is a corporation or other non-individual entity and purchasing as principal for its own account and is subscribing for Purchased Securities with an acquisition cost to the Subscriber of not less than $150,000 paid at the Closing Time and was not created, or used, solely to purchase or hold securities in reliance on the “minimum amount investment” prospectus exemption set out in Section 2.10 of NI 45-106 then no further certificate is required”;
(ivv) if the Subscriber or the Disclosed Principal, if applicable, is a corporation or other non- individual nonindividual entity and will hold more than 5% of the Corporation’s issued and outstanding common shares upon the completion of the Offering, a fully completed and executed Form 4C - Corporate Placee Registration Form, attached as Schedule “E”, unless the Subscriber or the Disclosed Principal has previously filed a Form 4C with the Exchange and the information therein is current as of the Closing Time; and
(vvi) any further documentation required under Applicable Securities Laws or by the Exchange;
(b) the Corporation accepting the Subscriber’s subscription for the Purchased Securities, in whole or in part;
(c) the sale of the Purchased Securities by the Corporation to the Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document;
(d) the Corporation obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations of Regulatory Authorities necessary to complete the offer, sale and issuance of the Purchased Securities;
(e) the representations and warranties of the Subscriber having been true and correct as of the date of this Agreement and being true and correct at the Closing Time; and
(f) all documentation relating to the offer, sale and issuance of the Purchased Securities being in form and substance satisfactory to the Corporation.
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Sources: Common Share Subscription Agreement (Drescher Anton J)