Exempt Distribution. Purchaser acknowledges that because its subscription under this Agreement is being made pursuant to exemptions from the prospectus and registration requirements of applicable securities law: (a) its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things: (1) the fact that the Company is organized under the laws of Canada; (2) some or all of its directors and its officers may be residents of Canada, and (3) a substantial portion of the assets of the Company and said persons may be located outside the United States; and (b) the Company is relieved from certain obligations that would otherwise apply under the applicable securities laws if the exemptions were not being used.
Appears in 2 contracts
Sources: Series a Preferred Share Purchase Agreement, Series a Preferred Share Purchase Agreement (Bakbone Software Inc)
Exempt Distribution. Purchaser acknowledges that because its subscription under this Agreement is being made pursuant to exemptions from the prospectus and registration requirements of applicable securities law:
(a) its ability to enforce civil liabilities under the United States federal securities laws may be affected adversely by, among other things: (1) the fact that the Company Corporation is organized under the laws of Canada; (2) some or all of its directors and its officers may be residents of Canada, and (3) a substantial portion of the assets of the Company Corporation and said persons may be located outside the United States; and
(b) the Company Corporation is relieved from certain obligations that would otherwise apply under the applicable securities laws if the exemptions were not being used.
Appears in 1 contract
Sources: Preferred Share Unit Purchase Agreement (Canadian Superior Energy Inc)