REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that: (a) the Optionee is a director and executive officer of the Company; (b) the Optionee is a U.S. Person; (c) the Optionee has received and carefully read this Agreement and the Company Information; (d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes; (e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms; (f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee; (g) the Optionee: (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment; (h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement; (i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC; (j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound; (k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person; (l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities; (m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company; (n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities; (o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and, (p) no person has made to the Optionee any written or oral representations: (i) that any person will resell or repurchase any of the Securities, (ii) that any person will refund the purchase price of any of the Securities, (iii) as to the future price or value of any of the Securities, or (iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 11 contracts
Sources: Stock Option Agreement (Wright Richard A), Stock Option Agreement (Nickolas Steven Paul), Stock Option Agreement (ALKALINE WATER Co INC)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. (a) The Optionee hereby represents and warrants to and covenants with the Company (which representationsOptionor, warranties and covenants shall survive with the closing) knowledge that the Optionor relies upon same in entering into this Agreement, that:
(ai) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing with respect to the Optionee is a director and executive officer filing of annual reports under the Companylaws of its jurisdiction of incorporation, amalgamation or continuation;
(bii) no proceedings are pending for, and it is unaware of any basis for the Optionee is a U.S. Personinstitution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy or subject to any other laws governing the affairs of insolvent corporations;
(ciii) the Optionee it has received all requisite corporate power and carefully read this Agreement capacity, and the Company Information;
(d) the Optionee has received a brief description of the Securities duly obtained all requisite corporate authorizations and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general performed all requisite corporate purposes;
(e) the Optionee acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and it such constitutes a legal, valid and binding agreement obligation of the Optionee it enforceable against the Optionee it in accordance with its the Agreement's terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do the performance of its obligations hereunder does not and will not result in the violation of a breach of, default under or conflict with any of the terms and provisions of any law applicable toof its constituting documents, orany resolutions of its shareholders or directors, if applicableany indenture, the constating documents of, the Optionee, agreement or of any agreement, written or oral, other instrument to which the Optionee may be it is a party or by which it is bound or the Optionee is or Property may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or televisionsubject, or any seminar statute, order, judgment or meeting whose attendees have been invited by general solicitation other law or general advertisingruling of any competent authority applicable to it; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any it is lawfully authorized to hold mineral claims and real property under the laws of the Securities will be listed jurisdiction in which the Property is situate.
(b) The representations and posted warranties contained in this section are provided for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any the exclusive benefit of the Securities Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the Company on same or any stock exchange other representation or automated dealer quotation systemwarranty, except that currently certain market makers make market and the representations and warranties contained in this section shall survive the shares of the Company’s common stock on the OTC Bulletin Boardexecution hereof.
Appears in 5 contracts
Sources: Property Option Agreement (Solo International, Inc), Property Option Agreement (Us Tungsten Corp.), Option Agreement (Wanshan Resources Corp.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer bona fide director, officer, employee, independent contractor or consultant of the Company, Parent or Subsidiary;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company Information;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) if applicable, the Optionee has concurrently executed and delivered the questionnaire in the form attached as Schedule “B” or Schedule “C” and the representations and warranties contained in such questionnaire are true and correct;
(g) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(gh) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hi) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(ij) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(jk) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(kl) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lm) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(mn) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(no) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(op) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(pq) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin BoardOTCQB.
Appears in 4 contracts
Sources: Stock Option Agreement (Nickolas Steven Paul), Stock Option Agreement (Wright Richard A), Stock Option Agreement (ALKALINE WATER Co INC)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 4.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and an executive officer of the Company;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationAgreement;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) all information contained in this Agreement is complete and accurate and may be relied upon by the Company;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee;
(l) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lo) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s 's common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire the Securities;
(oq) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(ps) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s 's common stock on the OTC Bulletin Board; and
(t) In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of this Agreement includes any person in the United States.
Appears in 4 contracts
Sources: Stock Option and Subscription Agreement (Arkanova Energy Corp), Stock Option and Subscription Agreement (Arkanova Energy Corp), Stock Option and Subscription Agreement (Arkanova Energy Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents represents, warrants and warrants covenants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) Optionors that:
(a) the Optionee is a director company duly organized validly existing and executive officer in good standing under the laws of the CompanyProvince of British Columbia;
(b) the Optionee is a U.S. Personhas full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;
(c) neither the Optionee has received execution and carefully read delivery of this Agreement and Agreement, nor any of the Company Informationagreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is a party;
(d) the Optionee has received a brief description execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of the Securities and the Optionee understands that the proceeds from the exercise laws of the Options will be used by the Company as working capital for general corporate purposesany jurisdiction applicable or pertaining thereto or of its constating documents;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a legal, valid and binding agreement obligation of the Optionee enforceable against the Optionee in accordance with its termsOptionee;
(f) the Optionee has shall use its reasonable best efforts to limit the legal capacity and competence resale restrictions to enter into and execute this Agreement and to take all actions required pursuant hereto and, if which the common shares of the Optionee is a corporation, it is duly incorporated and validly subsisting issuable to the Optionors pursuant to Section 0 hereof would be subject to the minimum restrictions provided for under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optioneeapplicable securities laws;
(g) both during and after the Optionee:
(i) has adequate net worth Option Period, the Optionee will keep the Claims in good standing, free and means clear of providing for its current financial needs all liens, charges and possible personal contingencies,
(ii) has no need for liquidity encumbrances and in this investmentconnection therewith shall make all such payments, including, but not limited to taxes and filing fees as shall be necessary and including meeting all of the MNDM minimum yearly assessment work requirements and qualified expenditures thereof in order to keep the Claims in good standing, failing which the Optionee shall take all such steps as shall be necessary to reconvey the Claims to the Optionors; and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has will carry out all Mining Operations on the requisite knowledge Claims in a miner-like fashion and experience in financial will obtain all licenses and business matters permits as shall be necessary to be capable enable it to carry out the terms of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 3 contracts
Sources: Property Option Agreement (North American Nickel Inc.), Property Option Agreement (North American Nickel Inc.), Property Option Agreement (North American Nickel Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. (a) The Optionee hereby represents and warrants to and covenants with the Company (which representationsOptionor, warranties and covenants shall survive with the closing) knowledge that the Optionor relies upon same in entering into this Agreement, that:
(ai) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing with respect to the Optionee is a director and executive officer filing of annual reports under the Companylaws of its jurisdiction of incorporation, amalgamation or continuation;
(bii) no proceedings are pending for, and it is unaware of any basis for the Optionee is a U.S. Personinstitution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy or subject to any other laws governing the affairs of insolvent corporations;
(ciii) the Optionee it has received all requisite corporate power and carefully read this Agreement capacity, and the Company Information;
(d) the Optionee has received a brief description of the Securities duly obtained all requisite corporate authorizations and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general performed all requisite corporate purposes;
(e) the Optionee acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and it such constitutes a legal, valid and binding agreement obligation of the Optionee it enforceable against the Optionee it in accordance with its the Agreement's terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do performance of its obligations hereunder does not and will not result in the violation of a breach of, default under or conflict with any of the terms and provisions of any law applicable toof its constituting documents, orany resolutions of its shareholders or directors, if applicableany indenture, the constating documents of, the Optionee, agreement or of any agreement, written or oral, other instrument to which the Optionee may be it is a party or by which it is bound or the Optionee is or Property may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or televisionsubject, or any seminar statute, order, judgment or meeting whose attendees have been invited by general solicitation other law or general advertisingruling of any competent authority applicable to it; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any it is lawfully authorized to hold mineral claims and real property under the laws of the Securities will be listed jurisdiction in which the Property is situate.
(b) The representations and posted warranties contained in this section are provided for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any the exclusive benefit of the Securities Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the Company on same or any stock exchange other representation or automated dealer quotation systemwarranty, except that currently certain market makers make market and the representations and warranties contained in this section shall survive the shares of the Company’s common stock on the OTC Bulletin Boardexecution hereof.
Appears in 3 contracts
Sources: Option Agreement (Enertopia Corp.), Option Agreement (Enertopia Corp.), Acquisition Agreement (Ironwood Gold Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. (a) The Optionee hereby represents and warrants to and covenants with the Company (which representationsOptionor, warranties and covenants shall survive with the closing) knowledge that the Optionor relies upon same in entering into this Agreement, that:
(ai) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing with respect to the Optionee is a director and executive officer filing of annual reports under the Companylaws of its jurisdiction of incorporation, amalgamation or continuation;
(bii) no proceedings are pending for, and it is unaware of any basis for the Optionee is a U.S. Personinstitution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy or subject to any other laws governing the affairs of insolvent corporations;
(ciii) the Optionee it has received all requisite corporate power and carefully read this Agreement capacity, and the Company Information;
(d) the Optionee has received a brief description of the Securities duly obtained all requisite corporate authorizations and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general performed all requisite corporate purposes;
(e) the Optionee acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and it such constitutes a legal, valid and binding agreement obligation of the Optionee it enforceable against the Optionee it in accordance with its the Agreement's terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do performance of its obligations hereunder does not and will not result in the violation of a breach of, default under or conflict with any of the terms and provisions of any law applicable toof its constituting documents, orany resolutions of its shareholders or directors, if applicableany indenture, the constating documents of, the Optionee, agreement or of any agreement, written or oral, other instrument to which the Optionee may be it is a party or by which it is bound or the Optionee is or Property may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or televisionsubject, or any seminar statute, order, judgment or meeting whose attendees have been invited by general solicitation other law or general advertisingruling of any competent authority applicable to it; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any it is lawfully authorized to hold mining claims and real property under the laws of the Securities will be listed jurisdiction in which the Property is situate.
(b) The representations and posted warranties contained in this section are provided for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any the exclusive benefit of the Securities Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the Company on same or any stock exchange other representation or automated dealer quotation systemwarranty, except that currently certain market makers make market and the representations and warranties contained in this section shall survive the shares of the Company’s common stock on the OTC Bulletin Boardexecution hereof.
Appears in 3 contracts
Sources: Property Option Agreement (First American Silver Corp.), Property Option Agreement (First American Silver Corp.), Property Option Agreement (First American Silver Corp.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 4.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of the Company;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationAgreement;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) all information contained in this Agreement is complete and accurate and may be relied upon by the Company;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee;
(l) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lo) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(oq) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(ps) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board; and
(t) In this Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of this Agreement includes any person in the United States.
Appears in 3 contracts
Sources: Stock Option and Subscription Agreement (Arkanova Energy Corp.), Stock Option and Subscription Agreement (Arkanova Energy Corp.), Stock Option and Subscription Agreement (Arkanova Energy Corp.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is an employee, a director and executive officer director, an officer, a consultant or a member of the advisory board of the Company, as applicable;
(b) the Optionee is a U.S. Person, unless the Optionee has completed, signed and delivered the Canadian Questionnaire;
(c) the Optionee has received and carefully read this Agreement and the Company Information;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin BoardBoard and the OTCQB on the OTC Markets Group.
Appears in 3 contracts
Sources: Stock Option Agreement (Bbooth, Inc.), Stock Option Agreement (Bbooth, Inc.), Stock Option Agreement (Riggs Carl Wayne)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer director, officer, employee or consultant of the Company or subsidiary of the Company;
(b) if the Optionee is an employee or consultant of the Company or subsidiary of the Company, the Optionee is a bona fide employee or consultant of the Company or subsidiary of the Company;
(c) the Optionee is a U.S. Person;
(cd) the Optionee has received and carefully read this Agreement and the Company Information (especially, the Company’s annual report on Form 10-K filed with the SEC on May 13, 2010 (the “Form 10-K”) and any reports or documents filed by the Company under sections 13(a), 14(a), 14(c), and 15(d) of the Securities Exchange Act of 1934 since the filing of the Form 10-K) and any material changes in the Company’s affairs that are not disclosed in the Company Information;
(de) the Optionee has received a brief description of the Securities and the Optionee understands that the use of proceeds from the exercise distribution of the Options will be used by the Company as working capital for general corporate purposesSecurities;
(ef) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fg) the Optionee has concurrently executed and delivered the questionnaire in the form attached as Schedule “B” or Schedule “C” and the representations and warranties contained in such questionnaire are true and correct;
(h) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(gi) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hj) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(ik) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(jl) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(km) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(ln) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(mo) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(oq) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(ps) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 2 contracts
Sources: Stock Option Agreement (Liberty Star Uranium & Metals Corp.), Stock Option Agreement (Liberty Star Uranium & Metals Corp.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer bona fide director, officer, employee, independent contractor or consultant of the Company, Parent or Subsidiary;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company Information;
(d) the Optionee has received a brief description of the Securities and the Optionee it understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has concurrently executed and delivered the questionnaire in the form attached as Schedule “B” or Schedule “C” and the representations and warranties contained in such questionnaire are true and correct;
(g) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(gh) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hi) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(ij) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(jk) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(kl) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lm) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(mn) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(no) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(op) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(pq) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 2 contracts
Sources: Stock Option Agreement (PediatRx Inc.), Stock Option Agreement (PediatRx Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of resident in the CompanyUnited States;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationQuestionnaire;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(ec) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fd) the acquisition of the Securities by the Optionee has the legal capacity and competence to enter into and execute as contemplated in this Agreement and to take all actions required pursuant hereto and, if complies with or is exempt from the Optionee is a corporation, it is duly incorporated and validly subsisting under applicable securities legislation of the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf residence of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption "Risk Factors" appearing in the Company's various disclosure documents, filed with the SEC;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this AgreementAgreement and the Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment all information contained in the Company Questionnaire is speculative complete and involves certain risks, including accurate and may be relied upon by the possible loss of the investmentCompany, and the Optionee has carefully read and considered will notify the matters set forth under Company immediately of any material change in any such information occurring prior to the caption “Risk Factors” appearing in closing of the Company’s various disclosure documents, filed with purchase of the SECSecurities;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is in such Securities, and the Optionee has not subdivided his its interest in the Securities with any other person;
(lk) the Optionee is not an underwriter of, or dealer in, the common shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(nl) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire invest in the SecuritiesSecurities and the Company;
(m) the Optionee is an "Accredited Investor", as the term is defined under Regulation D of the 1933 Act, or the Optionee agrees that the Options are not being offered as part of a public offering and that the Optionee has had access to information about the Company equal to the information that would have been contained in a registration statement filed by the Company and the Optionee has received and reviewed copies of all of the Company’s filings with the SEC;
(n) the Optionee understands and agrees that none of the Options or the Optioned 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, may not be offered or sold 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 securities laws;
(o) it understands and agrees that the Company will refuse to register any transfer of the Optioned 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;
(p) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(pq) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or; and
(ivr) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares Optionee is an employee of the Company’s common stock on the OTC Bulletin Board.
Appears in 2 contracts
Sources: Stock Option and Subscription Agreement (Destiny Media Technologies Inc), Stock Option and Subscription Agreement (Bulldog Technologies Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 4.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of the Company;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationAgreement;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) all information contained in this Agreement is complete and accurate and may be relied upon by the Company;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee;
(l) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lo) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s 's common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire the Securities;
(oq) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(ps) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s 's common stock on the OTC Bulletin Board; and
(t) In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of this Agreement includes any person in the United States.
Appears in 2 contracts
Sources: Stock Option and Subscription Agreement (Southern Star Energy Inc.), Stock Option and Subscription Agreement (Southern Star Energy Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and represents, warrants to and covenants with to the Company (which representations, warranties and covenants shall survive the closing) Optionors that:
(a) the Optionee is a director corporation to be duly incorporated, organized and executive officer subsisting under the laws of Belize with the Companycorporate power to own its assets and will register the required documentation, if required, to carry on its business in the jurisdiction in which the Property is located;
(b) the Optionee is a U.S. Personhas all necessary power and authority to own or lease its assets and carry on its business as presently carried on, to carry out its obligations herein and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to do all such acts and things as are required to be done, observed or performed by it, in accordance with the terms of this Agreement and any agreement or instrument referred to in or contemplated by this Agreement;
(c) the Optionee has received execution, delivery and carefully read performance of this Agreement by the Optionee, and the Company Informationconsummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any of the articles, by-laws or other constating documents of the Optionee; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Optionee’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound;
(d) the Optionee this Agreement has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has been duly authorized, executed and delivered this Agreement by the Optionee and it constitutes a valid and binding agreement obligation of the Optionee enforceable against the Optionee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought;
(e) the Optionee shall promptly apply for and use it reasonable best efforts to obtain all approvals, orders or acceptances required in connection with this Agreement, including, but not limited to those required by the Exchange, any Government or Regulatory Authorities, the shareholders of the Optionee and the Agency; and the Optionee shall deliver to the Optionors copies of all such approvals, orders and acceptances, as the case may be, forthwith upon receipt of them by the Optionee; and
(f) the Optionee has shall, during the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the OptioneeOption Period:
(i) has adequate net worth promptly provide the Optionors with any and means all notices and correspondence from Government or Regulatory Authorities in respect of providing for its current financial needs and possible personal contingencies,the Property;
(ii) has no need for liquidity co-operate with the Optionors in this investment, andobtaining any permits or licences required by authorities in the regions which have authorization over the Property;
(iii) is able deliver to bear the economic risks of an investment in the Securities for an indefinite period of Optionors, from time to time, copies of any and can afford all geological reports and assay results that pertain to the complete loss Property, within thirty (30) days of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks receipt of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreementaforementioned data;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that not do or permit or suffer to be done any act or thing which would or might in any way adversely affect the rights of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin BoardOptionors hereunder; and
(v) maintain its corporate existence.
Appears in 2 contracts
Sources: Mining Option Agreement (Swingplane Ventures, Inc.), Assignment Agreement (Swingplane Ventures, Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 4.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer an “Accredited Investor” as defined in Regulation D of the Company1933 Act;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationAgreement;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) all information contained in this Agreement is complete and accurate and may be relied upon by the Company;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee;
(l) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lo) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(oq) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(ps) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board; and
(t) In this Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of this Agreement includes any person in the United States.
Appears in 2 contracts
Sources: Stock Option Agreement (Southern Star Energy Inc.), Stock Option Agreement (Southern Star Energy Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer director, officer, employee or consultant of the Company;
(b) the Optionee is a U.S. Personhas the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(c) the Optionee has received and carefully read this Agreement and the Company InformationAgreement;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(e) the Optionee is resident in the jurisdiction set out on page 1 of this Agreement;
(f) the acquisition of the Securities by the Optionee has the legal capacity and competence to enter into and execute as contemplated in this Agreement and to take all actions required pursuant hereto and, if complies with or is exempt from the Optionee is a corporation, it is duly incorporated and validly subsisting under applicable securities legislation of the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf residence of the Optionee;
(g) the Optionee is acquiring the Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons;
(h) the Optionee is acquiring the Securities as principal for the Optionee:'s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(i) the Optionee is not an underwriter of, or dealer in, the common shares of the Company, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(j) the Optionee (i) has adequate net worth and means of providing for his/her/its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(ik) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s 's various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, has the shares requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, investment in the distribution of Securities and the SecuritiesCompany;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee acknowledges that the Optionee has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as 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 the Securities; provided, however, that the Optionee may sell or otherwise dispose of the Securities pursuant to registration of the Securities pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(o) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire invest in the SecuritiesSecurities and the Company;
(op) the Optionee understands and agrees that none of the Options or the Optioned 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, may not be offered or sold 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 securities laws;
(q) it understands and agrees that the Company will refuse to register any transfer of the Optioned 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;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(ps) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or; and
(ivt) that any if the Optionee is a consultant of the Securities will be listed and posted for trading on any stock exchange Company, the Optionee has entered into a written consulting agreement with the Company or automated dealer quotation system or that application has been made to list and post any of the Securities a related entity of the Company and spends or will spend a significant amount of time and attention on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares affairs and business of the Company’s common stock on the OTC Bulletin BoardCompany or such related entity.
Appears in 2 contracts
Sources: Stock Option and Subscription Agreement (American Uranium Corp), Stock Option and Subscription Agreement (American Uranium Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 4.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and an executive officer of the Company;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationAgreement;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) all information contained in this Agreement is complete and accurate and may be relied upon by the Company;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee;
(l) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lo) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stockCommon Stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire the Securities;
(oq) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(ps) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock Common Stock on the OTC Bulletin Board; and
(t) In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of this Agreement includes any person in the United States.
Appears in 2 contracts
Sources: Employment Agreement (Southern Star Energy Inc.), Stock Option and Subscription Agreement (Southern Star Energy Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of resident in the CompanyUnited States;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationQuestionnaire;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(ec) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fd) the acquisition of the Securities by the Optionee has the legal capacity and competence to enter into and execute as contemplated in this Agreement and to take all actions required pursuant hereto and, if complies with or is exempt from the Optionee is a corporation, it is duly incorporated and validly subsisting under applicable securities legislation of the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf residence of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(if) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(jg) the entering into Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement and the transactions contemplated hereby do not result in the violation of Questionnaire, and agrees that if any of the terms such acknowledgements, representations and provisions of any law applicable to, or, if applicableagreements are no longer accurate or have been breached, the constating documents of, Optionee shall promptly notify the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be boundCompany;
(ki) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company, and the Optionee will notify the Company immediately of any material change in any such information occurring prior to the closing of the purchase of the Securities;
(j) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is in such Securities, and the Optionee has not subdivided his its interest in the Securities with any other person;
(lk) the Optionee is not an underwriter of, or dealer in, the common shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(nl) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire invest in the SecuritiesSecurities and the Company;
(m) the Optionee is an “Accredited Investor”, as the term is defined under Regulation D of the 1933 Act, or the Optionee agrees that the Options are not being offered as part of a public offering and that the Optionee has had access to information about the Company equal to the information that would have been contained in a registration statement filed by the Company and the Optionee has received and reviewed copies of all of the Company’s filings with the SEC;
(n) the Optionee understands and agrees that none of the Options or the Optioned 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, may not be offered or sold 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 securities laws;
(o) it understands and agrees that the Company will refuse to register any transfer of the Optioned 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;
(p) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(pq) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or; and
(ivr) that any the Optionee is (check one or more of the Securities will be listed and posted for trading on any stock exchange following boxes):
(A) a close personal friend of a director, senior officer or automated dealer quotation system control person of hte company or that application has been made to list and post any of the Securities an affiliate of the Company on any stock exchange [ ]
(B) a close business associate of a director, senior officer or automated dealer quotation systemcontrol person of the Company or an affiliate of the Company [ X ]
(C) a person or company which a majority of the voting securities are beneficially owned by, except that currently certain market makers make market or a majority of the directors are persons or companies as described in paragraphs (A) and (B) above [ ]
(s) if the Optionee has checked one or more of boxes A, B or C in paragraph 3.1(r) above, the director(s), senior officer(s), control person(s) or founder(s) of the Company with whom the Optionee has the relationship is : ▇▇▇▇ ▇▇▇▇▇▇▇▇ (Fill in the shares name of each director. senior officer, control person and founder with whom you have the Company’s common stock on the OTC Bulletin Boardabove-mentioned relationship).
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Bulldog Technologies Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of resident in the CompanyUnited States;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationQuestionnaire;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(ec) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fd) the acquisition of the Securities by the Optionee has the legal capacity and competence to enter into and execute as contemplated in this Agreement and to take all actions required pursuant hereto and, if complies with or is exempt from the Optionee is a corporation, it is duly incorporated and validly subsisting under applicable securities legislation of the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf residence of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(if) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(jg) the entering into Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement and the transactions contemplated hereby do not result in the violation of Questionnaire, and agrees that if any of the terms such acknowledgements, representations and provisions of any law applicable to, or, if applicableagreements are no longer accurate or have been breached, the constating documents of, Optionee shall promptly notify the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be boundCompany;
(ki) all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company, and the Optionee will notify the Company immediately of any material change in any such information occurring prior to the closing of the purchase of the Securities;
(j) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is in such Securities, and the Optionee has not subdivided his its interest in the Securities with any other person;
(lk) the Optionee is not an underwriter of, or dealer in, the common shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(nl) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire invest in the SecuritiesSecurities and the Company;
(m) the Optionee is an “Accredited Investor”, as the term is defined under Regulation D of the 1933 Act, or the Optionee agrees that the Options are not being offered as part of a public offering and that the Optionee has had access to information about the Company equal to the information that would have been contained in a registration statement filed by the Company and the Optionee has received and reviewed copies of all of the Company’s filings with the SEC;
(n) the Optionee understands and agrees that none of the Options or the Optioned 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, may not be offered or sold 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 securities laws;
(o) it understands and agrees that the Company will refuse to register any transfer of the Optioned 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;
(p) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(pq) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or; and
(ivr) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares Optionee is an employee of the Company’s common stock on the OTC Bulletin Board.
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Bulldog Technologies Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer director, officer, or employee of the Company or a subsidiary of the Company;
(b) the Optionee is a U.S. Personhas the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(c) the Optionee has received and carefully read this Agreement and the Company InformationAgreement;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(e) the Optionee is resident in the jurisdiction set out on page 1 of this Agreement;
(f) the acquisition of the Securities by the Optionee has the legal capacity and competence to enter into and execute as contemplated in this Agreement and to take all actions required pursuant hereto and, if complies with or is exempt from the Optionee is a corporation, it is duly incorporated and validly subsisting under applicable securities legislation of the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf residence of the Optionee;
(g) the Optionee:Optionee is not an underwriter of, or dealer in, the common shares of the Company, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(h) the Optionee (i) has adequate net worth and means of providing for his/her/its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “"Risk Factors” " appearing in the Company’s 's various disclosure documents, filed with the SEC;
(j) the entering into Optionee has the requisite knowledge and experience in financial and business matters as to be capable of this Agreement evaluating the merits and risks of the investment in the Securities and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be boundCompany;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(nl) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire invest in the SecuritiesSecurities and the Company;
(om) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(pn) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Torrent Energy Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and an executive officer of the Company;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationAgreement;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) all information contained in this Agreement is complete and accurate and may be relied upon by the Company;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee;
(l) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lo) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s 's common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire the Securities;
(oq) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(ps) no person has made to the Optionee any written or oral representations:
(it) that any person will resell or repurchase any of the Securities,
(iii) that any person will refund the purchase price of any of the Securities,
(iiiii) as to the future price or value of any of the Securities, or
(iviii) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s 's common stock on the OTC Bulletin Board; and
(u) In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of this Agreement includes any person in the United States.
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Arkanova Energy Corp.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of the CompanyCompany and is resident in the United States;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationQuestionnaire;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(ec) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fd) the acquisition of the Securities by the Optionee has the legal capacity and competence to enter into and execute as contemplated in this Agreement and to take all actions required pursuant hereto and, if complies with or is exempt from the Optionee is a corporation, it is duly incorporated and validly subsisting under applicable securities legislation of the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf residence of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption "Risk Factors" appearing in the Company's various disclosure documents, filed with the SEC;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this AgreementAgreement and the Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment all information contained in the Company Questionnaire is speculative complete and involves certain risks, including accurate and may be relied upon by the possible loss of the investmentCompany, and the Optionee has carefully read and considered will notify the matters set forth under Company immediately of any material change in any such information occurring prior to the caption “Risk Factors” appearing in closing of the Company’s various disclosure documents, filed with purchase of the SECSecurities;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is in such Securities, and the Optionee has not subdivided his its interest in the Securities with any other person;
(lk) the Optionee is not an underwriter of, or dealer in, the common shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(nl) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire invest in the SecuritiesSecurities and the Company;
(m) the Optionee is an "Accredited Investor", as the term is defined under Regulation D of the 1933 Act, or the Optionee agrees that the Options are not being offered as part of a public offering and that the Optionee has had access to information about the Company equal to the information that would have been contained in a registration statement filed by the Company and the Optionee has received and reviewed copies of all of the Company’s filings with the SEC;
(n) the Optionee understands and agrees that none of the Options or the Optioned 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, may not be offered or sold 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 securities laws;
(o) it understands and agrees that the Company will refuse to register any transfer of the Optioned 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;
(p) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(pq) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Bulldog Technologies Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and or executive officer of the Company;
(b) if the Optionee is an employee or consultant of the Company or subsidiary of the Company, the Optionee is a bona fide employee or consultant of the Company or subsidiary of the Company;
(c) the Optionee is a U.S. Person;
(cd) the Optionee has received and carefully read this Agreement and the Company Information;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(p) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(pq) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer director, officer, employee or consultant of the Company or subsidiary of the Company;
(b) if the Optionee is an employee or consultant of the Company or subsidiary of the Company, the Optionee is a bona fide employee or consultant of the Company or subsidiary of the Company;
(c) the Optionee is a U.S. Person;
(cd) the Optionee has received and carefully read this Agreement and the Company Information;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposesAgreement;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(gf) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hg) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(ih) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(ji) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(j) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(n) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer director, officer, employee, independent contractor or consultant of the Company, Parent or Subsidiary;
(b) if the Optionee is an employee, independent contractor or consultant of the Company, Parent or Subsidiary, the Optionee is a bona fide employee, independent contractor or consultant of the Company Parent or Subsidiary;
(c) the Optionee is a U.S. Person;
(cd) the Optionee has received and carefully read this Agreement and the Company Information;
(de) the Optionee has received a brief description of the Securities and the Optionee understands that the use of proceeds from the exercise distribution of the Options will be used by the Company as working capital for general corporate purposesSecurities;
(ef) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fg) the Optionee has concurrently executed and delivered the questionnaire in the form attached as Schedule “B” and the representations and warranties contained in such questionnaire are true and correct;
(h) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(gi) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hj) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(ik) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(jl) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(km) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(ln) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(mo) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(oq) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(ps) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. (a) The Optionee hereby represents and warrants to and covenants with the Company (which representationsOptionor, warranties and covenants shall survive with the closing) knowledge that the Optionor relies upon same in entering into this Agreement, that:
(ai) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing with respect to the Optionee is a director and executive officer filing of annual reports under the Companylaws of its jurisdiction of incorporation, amalgamation or continuation;
(bii) no proceedings are pending for, and it is unaware of any basis for the Optionee is a U.S. Personinstitution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy or subject to any other laws governing the affairs of insolvent corporations;
(ciii) the Optionee it has received all requisite corporate power and carefully read this Agreement capacity, and the Company Information;
(d) the Optionee has received a brief description of the Securities duly obtained all requisite corporate authorizations and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general performed all requisite corporate purposes;
(e) the Optionee acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and it such constitutes a legal, valid and binding agreement obligation of the Optionee it enforceable against the Optionee it in accordance with its the Agreement's terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do performance of its obligations hereunder does not and will not result in the violation of a breach of, default under or conflict with any of the terms and provisions of any law applicable toof its constituting documents, orany resolutions of its shareholders or directors, if applicableany indenture, the constating documents of, the Optionee, agreement or of any agreement, written or oral, other instrument to which the Optionee may be it is a party or by which it is bound or the Optionee is or Property may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or televisionsubject, or any seminar statute, order, judgment or meeting whose attendees have been invited by general solicitation other law or general advertisingruling of any competent authority applicable to it; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any it is lawfully authorized to hold mineral claims and real property under the laws of the Securities will be listed jurisdiction in which the Property is situated?
(b) The representations and posted warranties contained in this section are provided for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any the exclusive benefit of the Securities Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the Company on same or any stock exchange other representation or automated dealer quotation systemwarranty, except that currently certain market makers make market and the representations and warranties contained in this section shall survive the shares of the Company’s common stock on the OTC Bulletin Boardexecution hereof.
Appears in 1 contract
Sources: Option Agreement (Enertopia Corp.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. (a) The Optionee hereby represents and warrants to and covenants with the Company (which representationsOptionor, warranties and covenants shall survive with the closing) knowledge that the Optionor relies upon same in entering into this Agreement, that:
(ai) it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing with respect to the Optionee is a director and executive officer filing of annual reports under the Companylaws of its jurisdiction of incorporation, amalgamation or continuation;
(bii) no proceedings are pending for, and it is unaware of any basis for the Optionee is a U.S. Personinstitution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy or subject to any other laws governing the affairs of insolvent corporations;
(ciii) the Optionee it has received all requisite corporate power and carefully read this Agreement capacity, and the Company Information;
(d) the Optionee has received a brief description of the Securities duly obtained all requisite corporate authorizations and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general performed all requisite corporate purposes;
(e) the Optionee acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and it such constitutes a legal, valid and binding agreement obligation of the Optionee it enforceable against the Optionee it in accordance with its the Agreement's terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do the performance of its obligations hereunder does not and will not result in the violation of a breach of, default under or conflict with any of the terms and provisions of any law applicable toof its constituting documents, orany resolutions of its shareholders or directors, if applicableany indenture, the constating documents of, the Optionee, agreement or of any agreement, written or oral, other instrument to which the Optionee may be it is a party or by which it is bound or the Optionee is or Property may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or televisionsubject, or any seminar statute, order, judgment or meeting whose attendees have been invited by general solicitation other law or general advertisingruling of any competent authority applicable to it; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any it is lawfully authorized to hold mineral permits and real property under the laws of the Securities will be listed jurisdiction in which the Property is situate.
(b) The representations and posted warranties contained in this section are provided for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any the exclusive benefit of the Securities Optionor, and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the Company on same or any stock exchange other representation or automated dealer quotation systemwarranty, except that currently certain market makers make market and the representations and warranties contained in this section shall survive the shares of the Company’s common stock on the OTC Bulletin Boardexecution hereof.
Appears in 1 contract
Sources: Option Agreement (Tungsten Corp.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of resident in the CompanyUnited States;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationQuestionnaire;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(ec) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fd) the acquisition of the Securities by the Optionee has the legal capacity and competence to enter into and execute as contemplated in this Agreement and to take all actions required pursuant hereto and, if complies with or is exempt from the Optionee is a corporation, it is duly incorporated and validly subsisting under applicable securities legislation of the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf residence of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption "Risk Factors" appearing in the Company's various disclosure documents, filed with the SEC;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this AgreementAgreement and the Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment all information contained in the Company Questionnaire is speculative complete and involves certain risks, including accurate and may be relied upon by the possible loss of the investmentCompany, and the Optionee has carefully read and considered will notify the matters set forth under Company immediately of any material change in any such information occurring prior to the caption “Risk Factors” appearing in closing of the Company’s various disclosure documents, filed with purchase of the SECSecurities;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is in such Securities, and the Optionee has not subdivided his its interest in the Securities with any other person;
(lk) the Optionee is not an underwriter of, or dealer in, the common shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(nl) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire invest in the SecuritiesSecurities and the Company;
(m) the Optionee is an "Accredited Investor", as the term is defined under Regulation D of the 1933 Act and as that term is defined under Multilateral Instrument 45-106 as adopted by the British Columbia Securities Commission, and the Optionee agrees that the Options are not being offered as part of a public offering and that the Optionee has had access to information about the Company equal to the information that would have been contained in a registration statement filed by the Company and the Optionee has received and reviewed copies of all of the Company’s filings with the SEC;
(n) the Optionee understands and agrees that none of the Options or the Optioned 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, may not be offered or sold 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 securities laws;
(o) it understands and agrees that the Company will refuse to register any transfer of the Optioned 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;
(p) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(pq) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or; and
(ivr) that any the Optionee is (check one or more of the Securities will be listed and posted for trading on any stock exchange following boxes):
(A) a close personal friend of a director, senior officer or automated dealer quotation system or that application has been made to list and post any of the Securities control person of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares an affiliate of the Company’s common stock on Company [ ]
(B) a close business associate of a director, senior officer or control person of the OTC Bulletin Board.Company or an affiliate of the Company [ ]
(C) an accredited investor, as such term is defined in Multilateral Instrument 45-106 as adopted by the British Columbia Securities Commission [ X ]
(s) if the Optionee has checked one or more of boxes A, B or C in paragraph 3.1(r) above, the director(s), senior officer(s), control person(s) or founder(s) of the Company with whom the Optionee has the relationship is :
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Bulldog Technologies Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents represents, warrants and warrants covenants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) Optionor that:
(a) the Optionee is a director company duly organized validly existing and executive officer in good standing under the laws of the CompanyProvince of British Columbia;
(b) the Optionee is a U.S. Personhas full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;
(c) neither the Optionee has received execution and carefully read delivery of this Agreement and Agreement, nor any of the Company Informationagreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is a party;
(d) the Optionee has received a brief description execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of the Securities and the Optionee understands that the proceeds from the exercise laws of the Options will be used by the Company as working capital for general corporate purposesany jurisdiction applicable or pertaining thereto or of its constating documents;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a legal, valid and binding agreement obligation of the Optionee enforceable against the Optionee in accordance with its termsOptionee;
(f) the Optionee has shall use its reasonable best efforts to limit the legal capacity and competence resale restrictions to enter into and execute this Agreement and to take all actions required pursuant hereto and, if which the common shares of the Optionee is a corporation, it is duly incorporated and validly subsisting issuable to the Optionor pursuant to Section 0 hereof would be subject to the minimum restrictions provided for under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optioneeapplicable securities laws;
(g) both during and after the Optionee:
(i) has adequate net worth Option Period, the Optionee will keep the Claims in good standing, free and means clear of providing for its current financial needs all liens, charges and possible personal contingencies,
(ii) has no need for liquidity encumbrances and in this investmentconnection therewith shall make all such payments, including, but not limited to taxes and filing fees as shall be necessary and including meeting all of the MNDM minimum yearly assessment work requirements and qualified expenditures thereof in order to keep the Claims in good standing, failing which the Optionee shall take all such steps as shall be necessary to reconvey the Claims to the Optionor; and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has will carry out all Mining Operations on the requisite knowledge Claims in a miner-like fashion and experience in financial will obtain all licenses and business matters permits as shall be necessary to be capable enable it to carry out the terms of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 1 contract
Sources: Property Option Agreement (North American Nickel Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 4.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of the Company;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationAgreement;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) all information contained in this Agreement is complete and accurate and may be relied upon by the Company;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee;
(l) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lo) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s 's common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire the Securities;
(oq) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(ps) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s 's common stock on the OTC Bulletin Board; and
(t) In this Subscription, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Upstream Biosciences Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 4.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and an executive officer of the Company;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationAgreement;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) all information contained in this Agreement is complete and accurate and may be relied upon by the Company;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee;
(l) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lo) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(oq) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(ps) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board; and
(t) In this Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of this Agreement includes any person in the United States.
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Arkanova Energy Corp.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of resident in the CompanyUnited States;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationQuestionnaire;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(ec) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fd) the acquisition of the Securities by the Optionee has the legal capacity and competence to enter into and execute as contemplated in this Agreement and to take all actions required pursuant hereto and, if complies with or is exempt from the Optionee is a corporation, it is duly incorporated and validly subsisting under applicable securities legislation of the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf residence of the Optionee;
(ge) the Optionee:
Optionee (iI) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption "Risk Factors" appearing in the Company's various disclosure documents, filed with the SEC;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this AgreementAgreement and the Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment all information contained in the Company Questionnaire is speculative complete and involves certain risks, including accurate and may be relied upon by the possible loss of the investmentCompany, and the Optionee has carefully read and considered will notify the matters set forth under Company immediately of any material change in any such information occurring prior to the caption “Risk Factors” appearing in closing of the Company’s various disclosure documents, filed with purchase of the SECSecurities;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is in such Securities, and the Optionee has not subdivided his its interest in the Securities with any other person;
(lk) the Optionee is not an underwriter of, or dealer in, the common shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(nl) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire invest in the SecuritiesSecurities and the Company;
(m) the Optionee has received and reviewed copies of all of the Company's filings with the SEC;
(n) it understands and agrees that the Company will refuse to register any transfer of the Optioned 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;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or; and
(ivq) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares Optionee is an employee of the Company’s common stock on the OTC Bulletin Board.
Appears in 1 contract
Sources: Employee Stock Option and Subscription Agreement (True Religion Apparel Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 11.1 The Optionee hereby represents represents, warrants and warrants covenants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) Optionor that:
(a) the Optionee is a director company duly organized, validly existing and executive officer in good standing under the laws of the Company;
jurisdiction of its incorporation; (b) the Optionee is a U.S. Person;
has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; (c) neither the Optionee has received execution and carefully read delivery of this Agreement, nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is a party; (d) the execution and delivery of this Agreement and the Company Information;
(d) agreements contemplated hereby by the Optionee has received a brief description will not violate or result in the breach of the Securities and the Optionee understands that the proceeds from the exercise laws of the Options will be used by the Company as working capital for general corporate purposes;
any jurisdiction applicable or pertaining thereto or of its constating documents; (e) the Optionee has duly executed and delivered this Agreement and it constitutes a legal, valid and binding agreement obligation of the Optionee enforceable against the Optionee in accordance with its terms;
Optionee; (f) during the Option Period, the Optionee has will keep the legal capacity Property free and competence to enter into clear of all liens, charges and execute this Agreement and to take all actions required pursuant hereto andencumbrances, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and will obtain all necessary approvals by its directorslicenses and permits as shall be necessary, shareholders will carry out all Exploration Programs on the Property and others have been obtained will report to authorize execution and performance the Optionor on a quarterly basis as to the results of this Agreement on behalf of the Optioneesuch Exploration Programs;
(g) the Optionee:
(i) has adequate net worth Optionee will assume sole responsibility and means liability for any obligations arising during the Option Period or as a result of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able the exploration activities of the Optionee during the Option Period with respect to bear reclamation of the economic risks of an investment in property comprising the Securities for an indefinite period of time, and can afford the complete loss of such investment;
Property; (h) the Optionee has will cause the requisite knowledge and experience in financial and business matters as to be capable of evaluating filing with the merits and risks Exchange of the investment necessary application for acceptance of this Agreement by the Exchange forthwith upon receipt of a title opinion in respect of the Securities and Property in form satisfactory to the CompanyOptionee, acting reasonably, and will use its commercially reasonable best efforts to secure such acceptance within forty-five (45) days following the Optionee is providing evidence date of such knowledge and experience in these matters through the information requested in this Agreement;
; (i) the Optionee is aware that an investment in shall keep the Company is speculative Property clear of liens and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
all other charges arising from its operations thereon; (j) the entering into of this Agreement Optionee shall carry on all operations on the Property in a good and the transactions contemplated hereby do not result miner-like manner and in the violation of any of the terms compliance with all applicable governmental regulations and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
restrictions; (k) the Optionee is purchasing shall pay or cause to be paid any rates, taxes, duties, royalties, assessments or fees levied with respect to the Securities for its own account for investment purposes only and not for Property or the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
Optionee’s operations thereon; (l) the Optionee is not an underwriter ofshall, or dealer inupon termination of this Agreement, leave the shares Property in a safe and environmentally acceptable condition in accordance with good miner-like practice and all applicable requirements of law, provided that the CompanyOptionee’s common stock, nor is obligations in this regard only apply to operations on the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
Property carried out by it; (m) the Optionee understands shall allow the Optionor and agrees any duly authorized agent or representative of the Optionor to inspect the Property at all times and intervals; provided however that it is agreed and understood that the Company Optionor or any such agent or representative shall be at his own risk and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify not be liable for any loss, damage or injury incurred by such persons arising from their inspection of the Company;
Property, except those caused by the gross negligence or willful misconduct of the Optionee, its agents, employees and directors; (n) the Optionee has made an independent examination shall allow the Optionor access at all times to all maps, reports, assay results and investigation of an investment other technical data prepared or obtained by the Optionee in the Securities and the Company and has depended connection with its operations on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
Property; (o) the Optionee is not aware shall, during times when technical data are being produced, provide the Optionor with a quarterly summary progress report describing the work carried out by the Optionee on or with respect to the Property, and which shall include copies of any advertisement of any all technical data generated, together with location maps, sampling plans and other information sufficient to enable the reader to interpret the said data; such quarterly reports shall be delivered to the Optionor within ten (10) days of the Securities and is not acquiring the Securities as a result end of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,each calendar quarter;
(p) no person has made the Optionee shall provide the Optionor on or before February 28 of each year with a comprehensive progress report, in writing, with respect to its operations on the Property during the preceding calendar year and shall provide the Optionor with copies of any and all documents filed by the Optionee with any governmental agency with respect to its operations on the Property; and (q) the Optionee will obtain and maintain or cause any contractor engaged by it hereunder to obtain and maintain, during any period in which active work is carried out hereunder, adequate insurance, and will forward to the Optionee any Optionor the Optionee’s or the Optionee’s contractor’s certificate of insurance showing the Optionor as named insured, and will give the Optionor advance written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price notice of any reduction or termination of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Boardcoverage.
Appears in 1 contract
Sources: Property Option Agreement (Continental Minerals Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director has the legal capacity and executive officer of the Companycompetence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company Information;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fc) the Optionee has is resident in the legal capacity and competence to enter into and execute jurisdiction set out on page 1 of this Agreement and to take all actions required pursuant hereto and, if Agreement;
(d) the Optionee is not an underwriter of, or dealer in, the Common Stock, nor is the Optionee participating, pursuant to a corporationcontractual agreement or otherwise, it is duly incorporated and validly subsisting under in the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf distribution of the OptioneeSecurities;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for his/her/its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(if) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(jg) the entering into Optionee has the requisite knowledge and experience in financial and business matters as to be capable of this Agreement evaluating the merits and risks of the investment in the Securities and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be boundCompany;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(mh) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(ni) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire invest in the SecuritiesSecurities and the Company;
(oj) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(pk) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or; and
(ivl) that any if the Optionee is a consultant of the Securities will be listed and posted for trading on any stock exchange Company, the Optionee has entered into a written consulting agreement with the Company or automated dealer quotation system or that application has been made to list and post any of the Securities a related entity of the Company and spends or will spend a significant amount of time and attention on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares affairs and business of the Company’s common stock on the OTC Bulletin BoardCompany or such related entity.
Appears in 1 contract
Sources: Stock Option Agreement
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of resident in the CompanyUnited States;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationQuestionnaire;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(ec) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fd) the acquisition of the Securities by the Optionee has the legal capacity and competence to enter into and execute as contemplated in this Agreement and to take all actions required pursuant hereto and, if complies with or is exempt from the Optionee is a corporation, it is duly incorporated and validly subsisting under applicable securities legislation of the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf residence of the Optionee;
(ge) the Optionee:
Optionee (iI) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption "Risk Factors" appearing in the Company's various disclosure documents, filed with the SEC;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this AgreementAgreement and the Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment all information contained in the Company Questionnaire is speculative complete and involves certain risks, including accurate and may be relied upon by the possible loss of the investmentCompany, and the Optionee has carefully read and considered will notify the matters set forth under Company immediately of any material change in any such information occurring prior to the caption “Risk Factors” appearing in closing of the Company’s various disclosure documents, filed with purchase of the SECSecurities;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is in such Securities, and the Optionee has not subdivided his its interest in the Securities with any other person;
(lk) the Optionee is not an underwriter of, or dealer in, the common shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(nl) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire invest in the SecuritiesSecurities and the Company;
(m) the Optionee is an "Accredited Investor", as the term is defined under Regulation D of the 1933 Act, or the Optionee agrees that the Options are not being offered as part of a public offering and that the Optionee has had access to information about the Company equal to the information that would have been contained in a registration statement filed by the Company and the Optionee has received and reviewed copies of all of the Company's filings with the SEC;
(n) the Optionee understands and agrees that none of the Options or the Optioned 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, may not be offered or sold 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 securities laws;
(o) it understands and agrees that the Company will refuse to register any transfer of the Optioned 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;
(p) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(pq) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or; and
(ivr) that any the Optionee is (check one or more of the Securities will be listed and posted for trading on any stock exchange following boxes):
(A) a close personal friend of a director, senior officer or automated dealer quotation system or that application has been made to list and post any of the Securities control person of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares an affiliate of the Company’s common stock on Company [ ]
(B) a close business associate of a director, senior officer or control person of the OTC Bulletin Board.Company or an affiliate of the Company [X]
(C) a person or company which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies as described in paragraphs (A) and (B) above [ ]
(s) if the Optionee has checked one or more of boxes A, B or C in paragraph 0 above, the director(s), senior officer(s), control person(s) or founder(s) of the Company with whom the Optionee has the relationship is :
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Bulldog Technologies Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 4.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of the Company;
(b) the Optionee is an "accredited investor" as that term is defined in Regulation D promulgated under the 1933 Act;
(c) the Optionee is a U.S. Person;
(cd) the Optionee has received and carefully read this Agreement and the Company Information;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposesAgreement;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(gf) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities Shares for an indefinite period of time, and can afford the complete loss of such investment;
(g) all information contained in this Agreement is complete and accurate and may be relied upon by the Company;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities Shares and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(j) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(jk) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(kl) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee;
(m) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Shares and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(n) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(o) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lp) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s 's common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(nq) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire the Securities;
(or) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(s) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(pt) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s 's common stock on the OTC Bulletin Board; and
(u) In this Subscription, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Upstream Biosciences Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 11.1 The Optionee hereby represents represents, warrants and warrants covenants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) Optionor that:
(a) the Optionee is a director company duly organized, validly existing and executive officer in good standing under the laws of the Companyjurisdiction of its incorporation;
(b) the Optionee is a U.S. Personhas full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;
(c) neither the Optionee has received execution and carefully read delivery of this Agreement and Agreement, nor any of the Company Informationagreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is a party;
(d) the execution and delivery of this Agreement and the agreements contemplated hereby by the Optionee has received a brief description will not violate or result in the breach of the Securities and the Optionee understands that the proceeds from the exercise laws of the Options will be used by the Company as working capital for general corporate purposesany jurisdiction applicable or pertaining thereto or of its constating documents;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a legal, valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf obligation of the Optionee;
(f) during the Option Period, the Optionee will keep the Property free and clear of all liens, charges and encumbrances, will obtain all necessary licenses and permits as shall be necessary, will carry out all Exploration Programs on the Property and will report to the Optionor on a quarterly basis as to the results of such Exploration Programs;
(g) the Optionee:
(i) has adequate net worth Optionee will assume sole responsibility and means liability for any obligations arising during the Option Period or as a result of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able the exploration activities of the Optionee during the Option Period with respect to bear reclamation of the economic risks of an investment in property comprising the Securities for an indefinite period of time, and can afford the complete loss of such investmentProperty;
(h) the Optionee has will cause the requisite knowledge and experience in financial and business matters as to be capable of evaluating filing with the merits and risks Exchange of the investment necessary application for acceptance of this Agreement by the Exchange forthwith upon receipt of a title opinion in respect of the Securities and Property in form satisfactory to the CompanyOptionee, acting reasonably, and will use its commercially reasonable best efforts to secure such acceptance within forty-five (45) days following the Optionee is providing evidence date of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee is aware that an investment in shall keep the Company is speculative Property clear of liens and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SECall other charges arising from its operations thereon;
(j) the entering into of this Agreement Optionee shall carry on all operations on the Property in a good and the transactions contemplated hereby do not result miner-like manner and in the violation of any of the terms compliance with all applicable gov- ernmental regulations and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be boundrestrictions;
(k) the Optionee is purchasing shall pay or cause to be paid any rates, taxes, duties, royalties, assessments or fees levied with respect to the Securities for its own account for investment purposes only and not for Property or the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other personOptionee's operations thereon;
(l) the Optionee is not an underwriter ofshall, or dealer inupon termination of this Agreement, leave the shares Property in a safe and environmentally acceptable condition in accordance with good miner-like practice and all applicable requirements of law, provided that the Company’s common stock, nor is Optionee's obligations in this regard only apply to operations on the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the SecuritiesProperty carried out by it;
(m) the Optionee understands shall allow the Optionor and agrees any duly authorized agent or representative of the Optionor to inspect the Property at all times and intervals; provided however that it is agreed and understood that the Company Optionor or any such agent or representative shall be at his own risk and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify not be liable for any loss, damage or injury incurred by such persons arising from their inspection of the CompanyProperty, except those caused by the gross negligence or willful misconduct of the Optionee, its agents, employees and directors;
(n) the Optionee has made an independent examination shall allow the Optionor access at all times to all maps, reports, assay results and investigation of an investment other technical data prepared or obtained by the Optionee in the Securities and the Company and has depended connection with its operations on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the SecuritiesProperty;
(o) the Optionee is not aware shall, during times when technical data are being produced, provide the Optionor with a quarterly summary progress report describing the work carried out by the Optionee on or with respect to the Property, and which shall include copies of any advertisement of any all technical data generated, together with location maps, sampling plans and other information sufficient to enable the reader to interpret the said data; such quarterly reports shall be delivered to the Optionor within ten (10) days of the Securities and is not acquiring the Securities as a result end of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,each calendar quarter;
(p) no person has made the Optionee shall provide the Optionor on or before February 28 of each year with a comprehensive progress report, in writing, with respect to its operations on the Property during the preceding calendar year and shall provide the Optionor with copies of any and all documents filed by the Optionee with any governmental agency with respect to its operations on the Property; and
(q) the Optionee will obtain and maintain or cause any contractor engaged by it hereunder to obtain and maintain, during any period in which active work is carried out hereunder, adequate insurance, and will forward to the Optionee any Optionor the Optionee's or the Optionee's contractor's certificate of insurance showing the Optionor as named insured, and will give the Optionor advance written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price notice of any reduction or termination of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Boardcoverage.
Appears in 1 contract
Sources: Property Option Agreement (China Nettv Holdings Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company Corporation (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee Optinee is a director and executive officer bona fide director, officer, employee, independent contractor or consultant of the CompanyCorporation, Parent or Subsidiary;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company Corporation Information;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company Corporation as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has concurrently executed and delivered the questionnaire in the form attached as Schedule B or Schedule C and the representations and warranties contained in such questionnaire are true and correct;
(g) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(gh) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hi) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the CompanyCorporation, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(ij) the Optionee is aware that an investment in the Company Corporation is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the CompanyCorporation’s various disclosure documents, filed with the SEC;
(jk) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(kl) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lm) the Optionee is not an underwriter of, or dealer in, the shares of the CompanyCorporation’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(mn) the Optionee understands and agrees that the Company Corporation and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the CompanyCorporation;
(no) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company Corporation and has depended on the advice of its legal and financial advisors and agrees that the Company Corporation will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(op) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(pq) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company Corporation on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the CompanyCorporation’s common stock on the OTCQB operated by the OTC Bulletin BoardMarkets Group.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 4.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director ________________ of the Company who will spend a significant amount of time and executive officer attention on the affairs and business of the Company;
(b) the Optionee is an "accredited investor" as that term is defined in Regulation D promulgated under the 1933 Act;
(c) the Optionee is a U.S. Person;
(cd) the Optionee has received and carefully read this Agreement and the Company Information;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposesAgreement;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(gf) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(g) all information contained in this Agreement is complete and accurate and may be relied upon by the Company;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(j) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(jk) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(kl) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee;
(m) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(n) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(o) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lp) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s 's common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(nq) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire the Securities;
(or) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(s) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(pt) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s 's common stock on the OTC Bulletin Board; and
(u) In this Subscription, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription includes any person in the United States.
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Pluris Energy Group Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer an employee of the Company;
(b) the Optionee is a U.S. Personhas the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(c) the Optionee has received and carefully read this Agreement and the Company InformationAgreement;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(e) the Optionee is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if is not a U.S. Person;
(g) the Optionee is a corporation, it resident in the jurisdiction set out on page 1 of this Agreement;
(h) the acquisition of the Securities by the Optionee as contemplated in this Agreement complies with or is duly incorporated and validly subsisting under exempt from the laws applicable securities legislation of its the jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf residence of the Optionee;
(gi) the Optionee is acquiring the Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons;
(j) the Optionee is outside the United States when receiving and executing this Agreement and is acquiring the Securities as principal for the Optionee:'s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(k) the Optionee is not an underwriter of, or dealer in, the common shares of the Company, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(l) the Optionee (i) has adequate net worth and means of providing for his/her/its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(im) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “"Risk Factors” " appearing in the Company’s 's various disclosure documents, filed with the SEC;
(jn) the entering into Optionee has the requisite knowledge and experience in financial and business matters as to be capable of this Agreement evaluating the merits and risks of the investment in the Securities and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be boundCompany;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(mo) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee acknowledges that the Optionee has not acquired the Securities as a result of, and will not itself engage in, any "directed selling efforts" (as 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 the Securities; provided, however, that the Optionee may sell or otherwise dispose of the Securities pursuant to registration of the Securities pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(q) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire invest in the SecuritiesSecurities and the Company;
(or) the Optionee understands and agrees that none of the Options or the Optioned 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, may not be offered or sold 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 securities laws;
(s) it understands and agrees that the Company will refuse to register any transfer of the Optioned 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;
(t) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(pu) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or; and
(ivv) that any if the Optionee is a consultant of the Securities will be listed and posted for trading on any stock exchange Company, the Optionee has entered into a written consulting agreement with the Company or automated dealer quotation system or that application has been made to list and post any of the Securities a related entity of the Company and spends or will spend a significant amount of time and attention on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares affairs and business of the Company’s common stock on the OTC Bulletin BoardCompany or such related entity.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and represents, warrants to and covenants with to the Company (which representations, warranties and covenants shall survive the closing) Optionor that:
(a) the Optionee is a director corporation duly incorporated, organized and executive officer subsisting under the laws of Nevada with the Companycorporate power to own its assets and will register the required documentation, if required, to carry on its business in the jurisdiction in which the Property is located;
(b) the Optionee is a U.S. Personhas all necessary power and authority to own or lease its assets and carry on its business as presently carried on, to carry out its obligations herein and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to do all such acts and things as are required to be done, observed or performed by it, in accordance with the terms of this Agreement and any agreement or instrument referred to in or contemplated by this Agreement;
(c) the Optionee has received execution, delivery and carefully read performance of this Agreement by the Optionee, and the Company Informationconsummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any of the articles, by-laws or other constating documents of the Optionee; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Optionee’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound;
(d) the Optionee this Agreement has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has been duly authorized, executed and delivered this Agreement by the Optionee and it constitutes a valid and binding agreement obligation of the Optionee enforceable against the Optionee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought;
(e) the Optionee shall promptly apply for and use it reasonable best efforts to obtain all approvals, orders or acceptances required in connection with this Agreement, including, but not limited to those required by the Exchange, any Government or Regulatory Authorities, the shareholders of the Optionee and the Agency; and the Optionee shall deliver to the Optionor copies of all such approvals, orders and acceptances, as the case may be, forthwith upon receipt of them by the Optionee; and
(f) the Optionee has shall, during the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the OptioneeOption Period:
(i) has adequate net worth promptly provide the Optionor with any and means all notices and correspondence from Government or Regulatory Authorities in respect of providing for its current financial needs and possible personal contingencies,the Property;
(ii) has no need for liquidity co-operate with the Optionor in this investment, andobtaining any permits or licences required by authorities in the regions which have authorization over the Property;
(iii) is able deliver to bear the economic risks of an investment in the Securities for an indefinite period of Optionor, from time to time, copies of any and can afford all geological reports and assay results that pertain to the complete loss Property, within thirty (30) days of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks receipt of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreementaforementioned data;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that not do or permit or suffer to be done any act or thing which would or might in any way adversely affect the rights of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin BoardOptionor hereunder; and
(v) maintain its corporate existence.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is was a director and executive officer director, officer, employee or consultant of the CompanyCompany on the Date of Grant;
(b) the Optionee is a U.S. Personhas the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(c) the Optionee has received and carefully read this Agreement and the Company InformationAgreement;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(e) the Optionee is resident in the jurisdiction set out on page 1 of this Agreement;
(f) the acquisition of the Securities by the Optionee has the legal capacity and competence to enter into and execute as contemplated in this Agreement and to take all actions required pursuant hereto and, if complies with or is exempt from the Optionee is a corporation, it is duly incorporated and validly subsisting under applicable securities legislation of the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf residence of the Optionee;
(g) the Optionee is acquiring the Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons;
(h) the Optionee is acquiring the Securities as principal for the Optionee:'s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(i) the Optionee is not an underwriter of, or dealer in, the common shares of the Company, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(j) the Optionee (i) has adequate net worth and means of providing for his/her/its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(ik) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s 's various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, has the shares requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, investment in the distribution of Securities and the SecuritiesCompany;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee acknowledges that the Optionee has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as 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 the Securities; provided, however, that the Optionee may sell or otherwise dispose of the Securities pursuant to registration of the Securities pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(o) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire invest in the SecuritiesSecurities and the Company;
(op) the Optionee understands and agrees that none of the Options or the Optioned 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, may not be offered or sold 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 securities laws;
(q) it understands and agrees that the Company will refuse to register any transfer of the Optioned 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;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(ps) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (American Uranium Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and represents, warrants to and covenants with to the Company (which representations, warranties and covenants shall survive the closing) Optionor that:
(a) the Optionee is a director corporation duly incorporated, organized and executive officer subsisting under the laws of Wyoming with the Companycorporate power to own its assets and to carry on its business in the jurisdiction in which the Property is located;
(b) the Optionee is a U.S. Personhas all necessary power and authority to own or lease its assets and carry on its business as presently carried on, to carry out its obligations herein and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to do all such acts and things as are required to be done, observed or performed by it, in accordance with the terms of this Agreement and any agreement or instrument referred to in or contemplated by this Agreement;
(c) the Optionee has received execution, delivery and carefully read performance of this Agreement by the Optionee, and the Company Informationconsummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any of the articles, by-laws or other constating documents of the Optionee; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Optionee’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound;
(d) the Optionee this Agreement has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has been duly authorized, executed and delivered this Agreement by the Optionee and it constitutes a valid and binding agreement obligation of the Optionee enforceable against the Optionee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought;
(e) the Optionee acknowledges that:
(i) it has received a copy of the Minquest Option Agreement and acknowledges that its interest in this Agreement is subject to the terms of the Minquest Option Agreement including, without limitation, the provisions contained in it regarding the Minquest NSR Royalty;
(ii) the Optionor shall have full and complete discretion as to how it proceeds under the Minquest Option Agreement including without limitation, what Exploration Expenditures it incurs, what payments it makes to Minquest Inc. in order to maintain the option granted to it under the Minquest Option Agreement and whether or not to exercise such option; and
(iii) the payments made by the Optionee to the Optionor under this Agreement are not refundable or returnable in the event the Optionor subsequently determines not to acquire the Property and, accordingly, not to exercise the option granted to it under the Minquest Option Agreement;
(f) the Optionee has shall, during the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the OptioneeOption Period:
(i) has adequate net worth promptly provide the Optionor with any and means all notices and correspondence from Government or Regulatory Authorities in respect of providing for its current financial needs and possible personal contingencies,the Property;
(ii) has no need for liquidity not do or permit or suffer to be done any act or thing which would or might in this investment, any way adversely affect the rights of the Optionor hereunder or under the Minquest Option Agreement; and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for maintain its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Boardcorporate existence.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representationsOptionor, warranties and covenants shall survive with the closing) that:
(a) the Optionee is a director and executive officer of the Company;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company Information;
(d) the Optionee has received a brief description of the Securities and the Optionee understands knowledge that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee Optionor relies upon same in altering into this Agreement, that: it has been duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto andincorporated, if the Optionee is a corporation, it is duly incorporated amalgamated or continued and validly subsisting exists as a corporation in good standing with respect to the filing of annual reports under the laws of its jurisdiction of incorporation incorporation, amalgamation or continuation; it is lawfully authorized to hold mineral claims and real property under the laws of the jurisdiction in which the Alberta Sun Property is situated; it has duly obtained all necessary approvals by its directors, shareholders corporate authorizations for the execution of this Agreement and others have been obtained to authorize execution and for the performance of this Agreement on behalf by it, and the consummation of the Optionee;
(g) the Optionee:
(i) has adequate net worth and means transactions herein contemplated will not conflict with or result in any breach of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investmentany covenants or agreements contained in, and
(iii) is able to bear the economic risks of an investment or constitute a default under, or result in the Securities for an indefinite period creation of time, and can afford any encumbrance under the complete loss provisions of such investment;
(h) the Articles or the constating documents of the Optionee has or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which the requisite knowledge and experience in financial and business matters as Optionee is a party or by which it is bound or to which it or the Alberta Sun Property may be capable of evaluating the merits and risks of the investment in the Securities and the Companysubject; no proceedings are pending for, and the Optionee is providing evidence unaware of such knowledge any basis for the institution of any proceedings leading to the dissolution or winding up of the Optionee or the placing of the Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent corporations; the Black Hawk Shares issuable to the Optionor pursuant to the terms hereof will, at the time of delivery, be duly authorized and experience validly allotted and issued as fully paid and non-assessable, free of any liens, charges or encumbrances; it will file registration statements with respect to the Black Hawk Shares issued and to be issued hereunder to the Optionor as soon as possible after the issuance of each tranche of Black Hawk Shares; as at the date hereof, and as of the date it issues each tranche of Black Hawk Shares pursuant to the terms hereof, after giving effect to the issuance of the Black Hawk Shares on each specific distribution date, residents of Canada do not and will not: own directly or indirectly more than ten (10%) percent of the total number of outstanding Black Hawk Shares; and represent in these matters through number more than ten (10%) percent of the information requested total number of owners directly or indirectly of Black Hawk Shares. The representations, warranties and covenants contained in this Agreement;
(i) section are provided for the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss exclusive benefit of the investmentOptionor and a breach of any one or more thereof may be waived by the Optionor in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the Optionee has carefully read representations and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements warranties contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, section shall survive the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Boardexecution hereof.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 5.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer director, officer, employee or consultant of the Company or subsidiary of the Company;
(b) if the Optionee is an employee or consultant of the Company or subsidiary of the Company, the Optionee is a bona fide employee or consultant of the Company or subsidiary of the Company;
(c) the Optionee is a U.S. Person;
(cd) the Optionee has received and carefully read this Agreement and the Company Information (especially, the Company’s annual report on Form 10-K filed with the SEC on May 13, 2010 (the “Form 10-K”) and any reports or documents filed by the Company under sections 13(a), 14(a), 14(c), and 15(d) of the Securities Exchange Act of 1934 since the filing of the Form 10-K) and any material changes in the Company’s affairs that are not disclosed in the Company Information;
(de) the Optionee has received a brief description of the Securities and the Optionee understands that the use of proceeds from the exercise distribution of the Options will be used by the Company as working capital for general corporate purposesSecurities;
(ef) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fg) the Optionee has concurrently executed and delivered the questionnaire in the form attached as Schedule “B” or Schedule “C” and the representations and warranties contained in such questionnaire are true and correct;
(h) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(gi) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hj) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(ik) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(jl) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(km) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(ln) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(mo) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(oq) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(ps) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 1 contract
Sources: Stock Option Agreement (Liberty Star Uranium & Metals Corp.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of resident in the CompanyUnited States;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationQuestionnaire;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(ec) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fd) the acquisition of the Securities by the Optionee has the legal capacity and competence to enter into and execute as contemplated in this Agreement and to take all actions required pursuant hereto and, if complies with or is exempt from the Optionee is a corporation, it is duly incorporated and validly subsisting under applicable securities legislation of the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf residence of the Optionee;
(ge) the Optionee:
Optionee (iI) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption "Risk Factors" appearing in the Company's various disclosure documents, filed with the SEC;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this AgreementAgreement and the Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment all information contained in the Company Questionnaire is speculative complete and involves certain risks, including accurate and may be relied upon by the possible loss of the investmentCompany, and the Optionee has carefully read and considered will notify the matters set forth under Company immediately of any material change in any such information occurring prior to the caption “Risk Factors” appearing in closing of the Company’s various disclosure documents, filed with purchase of the SECSecurities;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is in such Securities, and the Optionee has not subdivided his its interest in the Securities with any other person;
(lk) the Optionee is not an underwriter of, or dealer in, the common shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(nl) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire invest in the SecuritiesSecurities and the Company;
(m) the Optionee is an "Accredited Investor", as the term is defined under Regulation D of the 1933 Act, or the Optionee agrees that the Options are not being offered as part of a public offering and that the Optionee has had access to information about the Company equal to the information that would have been contained in a registration statement filed by the Company and the Optionee has received and reviewed copies of all of the Company's filings with the SEC;
(n) the Optionee understands and agrees that none of the Options or the Optioned 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, may not be offered or sold 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 securities laws;
(o) it understands and agrees that the Company will refuse to register any transfer of the Optioned 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;
(p) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(pq) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or; and
(ivr) that any the Optionee is (check one or more of the Securities will be listed and posted for trading on any stock exchange following boxes):
(A) a close personal friend of a director, senior officer or automated dealer quotation system or that application has been made to list and post any of the Securities control person of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares an affiliate of the Company’s common stock on Company [ ]
(B) a close business associate of a director, senior officer or control person of the OTC Bulletin Board.Company or an affiliate of the Company [X]
(C) a person or company which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies as described in paragraphs (A) and (B) above [ ]
(s) if the Optionee has checked one or more of boxes A, B or C in paragraph 3.1(r) above, the director(s), senior officer(s), control person(s) or founder(s) of the Company with whom the Optionee has the relationship is :
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Bulldog Technologies Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and represents, warrants to and covenants with to the Company (which representations, warranties and covenants shall survive the closing) Optionor that:
(a) the Optionee is a director corporation duly incorporated, organized and executive officer subsisting under the laws of Alberta with the Companycorporate power to own its assets and to carry on its business in the jurisdiction in which the Property is located;
(b) the Optionee is a U.S. Personhas all necessary power and authority to own or lease its assets and carry on its business as presently carried on, to carry out its obligations herein and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to do all such acts and things as are required to be done, observed or performed by it, in accordance with the terms of this Agreement and any agreement or instrument referred to in or contemplated by this Agreement;
(c) the Optionee has received execution, delivery and carefully read performance of this Agreement by the Optionee, and the Company Informationconsummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any of the articles, by-laws or other constating documents of the Optionee; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Optionee’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound;
(d) the Optionee this Agreement has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has been duly authorized, executed and delivered this Agreement by the Optionee and it constitutes a valid and binding agreement obligation of the Optionee enforceable against the Optionee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought;
(e) the Optionee shall promptly apply for and use it reasonable best efforts to obtain all approvals, orders or acceptances required in connection with this Agreement, including, but not limited to those required by the Exchange, any Government or Regulatory Authorities, the shareholders of the Optionee and the Agency; and the Optionee shall deliver to the Optionor copies of all such approvals, orders and acceptances, as the case may be, forthwith upon receipt of them by the Optionee; and
(f) the Optionee has shall, during the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the OptioneeOption Period:
(i) has adequate net worth promptly provide the Optionor with any and means all notices and correspondence from Government or Regulatory Authorities in respect of providing for its current financial needs and possible personal contingencies,the Property;
(ii) has no need for liquidity issue the Payment Shares in this investment, and
(iii) is able to bear the economic risks of an investment a timely manner in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in accordance with this Agreement;
(iiii) co-operate with the Optionee is aware that an investment Optionor in obtaining any permits or licences required by authorities in the Company is speculative and involves certain risks, including regions which have authorization over the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SECProperty;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) deliver to the Optionor, from time to time, copies of any and all geological reports and assay results that any pertain to the Property, within thirty (30) days of receipt of the Securities will aforementioned data;
(v) not do or permit or suffer to be listed and posted for trading on done any stock exchange act or automated dealer quotation system thing which would or that application has been made to list and post might in any way adversely affect the rights of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin BoardOptionor hereunder; and
(vi) maintain its corporate existence.
Appears in 1 contract
Sources: Mining Option Agreement (Coastal Pacific Mining Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and represents, warrants to and covenants with to the Company (which representations, warranties and covenants shall survive the closing) Optionor that:
(a) the Optionee is a director corporation duly incorporated, organized and executive officer subsisting under the laws of Nevada with the Companycorporate power to own its assets and will register the required documentation, if required, to carry on its business in the jurisdiction in which the Property is located;
(b) the Optionee is a U.S. Personhas all necessary power and authority to own or lease its assets and carry on its business as presently carried on, to carry out its obligations herein and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to do all such acts and things as are required to be done, observed or performed by it, in accordance with the terms of this Agreement and any agreement or instrument referred to in or contemplated by this Agreement;
(c) the Optionee has received execution, delivery and carefully read performance of this Agreement by the Optionee, and the Company Informationconsummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any of the articles, by-laws or other constating documents of the Optionee; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Optionee’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound;
(d) the Optionee this Agreement has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has been duly authorized, executed and delivered this Agreement by the Optionee and it constitutes a valid and binding agreement obligation of the Optionee enforceable against the Optionee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought;
(e) the Optionee shall promptly apply for and use it reasonable best efforts to obtain all approvals, orders or acceptances required in connection with this Agreement, including, but not limited to those required by the Exchange, any Government or Regulatory Authorities, the shareholders of the Optionee and the Agency; and the Optionee shall deliver to the Optionor copies of all such approvals, orders and acceptances, as the case may be, forthwith upon receipt of them by the Optionee; and
(f) the Optionee has shall, during the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the OptioneeOption Period:
(i) has adequate net worth promptly provide the Optionor and means the Trustees with any and all notices and correspondence from Government or Regulatory Authorities in respect of providing for its current financial needs and possible personal contingencies,the Property;
(ii) has no need for liquidity co-operate with the Optionor and the Trustees in this investment, andobtaining any permits or licences required by authorities in the regions which have authorization over the Property;
(iii) is able deliver to bear the economic risks of an investment in the Securities for an indefinite period of Optionor, from time to time, copies of any and can afford all geological reports and assay results that pertain to the complete loss Property, within thirty (30) days of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks receipt of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreementaforementioned data;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that not do or permit or suffer to be done any act or thing which would or might in any way adversely affect the rights of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin BoardOptionor hereunder; and
(v) maintain its corporate existence.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of resident in the CompanyUnited States;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationQuestionnaire;
(c) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(ie) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “"Risk Factors” " appearing in the Company’s 's various disclosure documents, filed with the SEC;
(jf) the entering into Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company;
(g) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement and the transactions contemplated hereby do not result in the violation of Questionnaire, and agrees that if any of the terms such acknowledgements, representations and provisions of any law applicable to, or, if applicableagreements are no longer accurate or have been breached, the constating documents of, Optionee shall promptly notify the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be boundCompany;
(kh) the Optionee is purchasing the Securities as principal for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is in such Securities, and the Optionee has not subdivided his its interest in the Securities with any other person;
(li) the Optionee is acknowledges and agrees that the Options are not an underwriter of, or dealer in, being offered as part of a public offering and that the shares Optionee has had access to information about the Company equal to the information that would have been contained in a registration statement filed by the Company and the Optionee has received and reviewed copies of all of the Company’s common stock, nor is filings with the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the SecuritiesSEC;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(nj) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire invest in the SecuritiesSecurities and the Company;
(ok) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(pl) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 1 contract
Sources: Memorandum of Understanding (Naked Brand Group Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of the Company;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationAgreement;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(f) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) all information contained in this Agreement is complete and accurate and may be relied upon by the Company;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee;
(l) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(lo) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s 's common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire the Securities;
(oq) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(ps) no person has made to the Optionee any written or oral representations:
(it) that any person will resell or repurchase any of the Securities,
(iii) that any person will refund the purchase price of any of the Securities,
(iiiii) as to the future price or value of any of the Securities, or
(iviii) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s 's common stock on the OTC Bulletin Board; and
(u) In this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of this Agreement includes any person in the United States.
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Arkanova Energy Corp.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer director, officer, employee or consultant of the Company or subsidiary of the Company;
(b) if the Optionee is an employee or consultant of the Company or subsidiary of the Company, the Optionee is a bona fide employee or consultant of the Company or subsidiary of the Company;
(c) the Optionee is a U.S. Person;
(cd) the Optionee has received and carefully read this Agreement and the Company Information;
(de) the Optionee has received a brief description of the Securities and the Optionee understands that the use of proceeds from the exercise distribution of the Options will be used by the Company as working capital for general corporate purposesSecurities;
(ef) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fg) the Optionee has concurrently executed and delivered the questionnaire in the form attached as Schedule “B” or Schedule “C” and the representations and warranties contained in such questionnaire are true and correct;
(h) the Optionee has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(gi) the Optionee:
(i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and
(iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hj) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in this Agreement;
(ik) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SEC;
(jl) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(km) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(ln) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(mo) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(np) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(oq) if the Optionee is acquiring the Securities as a fiduciary or agent for one or more investor accounts, the Optionee has sole investment discretion with respect to each such account, and the Optionee has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(r) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(ps) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin Board.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. The Optionee hereby represents and represents, warrants to and covenants with to the Company (which representations, warranties and covenants shall survive the closing) Optionor that:
(a) the Optionee is a director corporation duly incorporated, organized and executive officer subsisting under the laws of Alberta with the Companycorporate power to own its assets and to carry on its business in the jurisdiction in which the Property is located;
(b) the Optionee is a U.S. Personhas all necessary power and authority to own or lease its assets and carry on its business as presently carried on, to carry out its obligations herein and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to do all such acts and things as are required to be done, observed or performed by it, in accordance with the terms of this Agreement and any agreement or instrument referred to in or contemplated by this Agreement;
(c) the Optionee has received execution, delivery and carefully read performance of this Agreement by the Optionee, and the Company Informationconsummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any of the articles, by-laws or other constating documents of the Optionee; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Optionee’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound;
(d) the Optionee this Agreement has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(e) the Optionee has been duly authorized, executed and delivered this Agreement by the Optionee and it constitutes a valid and binding agreement obligation of the Optionee enforceable against the Optionee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought;
(e) the Optionee shall promptly apply for and use it reasonable best efforts to obtain all approvals, orders or acceptances required in connection with this Agreement, including, but not limited to those required by the Exchange, any Government or Regulatory Authorities, the shareholders of the Optionee and the Agency; and the Optionee shall deliver to the Optionor copies of all such approvals, orders and acceptances, as the case may be, forthwith upon receipt of them by the Optionee; and
(f) the Optionee has shall, during the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Optionee is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Optionee;
(g) the OptioneeOption Period:
(i) has adequate net worth promptly provide the Optionor and means the Trustee with any and all notices and correspondence from Government or Regulatory Authorities in respect of providing for its current financial needs and possible personal contingencies,the Property;
(ii) has no need for liquidity issue the Payment Shares in this investment, and
(iii) is able to bear the economic risks of an investment a timely manner in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(h) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in accordance with this Agreement;
(iiii) co-operate with the Optionee is aware that an investment Optionor and Trustee in obtaining any permits or licences required by authorities in the Company is speculative and involves certain risks, including regions which have authorization over the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption “Risk Factors” appearing in the Company’s various disclosure documents, filed with the SECProperty;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Securities, and the Optionee has not subdivided his interest in the Securities with any other person;
(l) the Optionee is not an underwriter of, or dealer in, the shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(n) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s decision to acquire the Securities;
(o) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,
(p) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the Securities,
(iii) as to the future price or value of any of the Securities, or
(iv) deliver to the Optionor, from time to time, copies of any and all geological reports and assay results that any pertain to the Property, within thirty (30) days of receipt of the Securities will aforementioned data;
(v) not do or permit or suffer to be listed and posted for trading on done any stock exchange act or automated dealer quotation system thing which would or that application has been made to list and post might in any way adversely affect the rights of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company’s common stock on the OTC Bulletin BoardOptionor hereunder; and
(vi) maintain its corporate existence.
Appears in 1 contract
Sources: Mining Option Agreement (Coastal Pacific Mining Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE. 3.1 The Optionee hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the closing) that:
(a) the Optionee is a director and executive officer of resident in the CompanyUnited States;
(b) the Optionee is a U.S. Person;
(c) the Optionee has received and carefully read this Agreement and the Company InformationQuestionnaire;
(d) the Optionee has received a brief description of the Securities and the Optionee understands that the proceeds from the exercise of the Options will be used by the Company as working capital for general corporate purposes;
(ec) the Optionee has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms;
(fd) the acquisition of the Securities by the Optionee has the legal capacity and competence to enter into and execute as contemplated in this Agreement and to take all actions required pursuant hereto and, if complies with or is exempt from the Optionee is a corporation, it is duly incorporated and validly subsisting under applicable securities legislation of the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf residence of the Optionee;
(ge) the Optionee:
Optionee (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
, (ii) has no need for liquidity in this investment, and
and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(hf) the Optionee is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and the Optionee has carefully read and considered the matters set forth under the caption "Risk Factors" appearing in the Company's various disclosure documents, filed with the SEC;
(g) the Optionee has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Optionee is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;
(h) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this AgreementAgreement and the Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(i) the Optionee is aware that an investment all information contained in the Company Questionnaire is speculative complete and involves certain risks, including accurate and may be relied upon by the possible loss of the investmentCompany, and the Optionee has carefully read and considered will notify the matters set forth under Company immediately of any material change in any such information occurring prior to the caption “Risk Factors” appearing in closing of the Company’s various disclosure documents, filed with purchase of the SECSecurities;
(j) the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Optionee, or of any agreement, written or oral, to which the Optionee may be a party or by which the Optionee is or may be bound;
(k) the Optionee is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is in such Securities, and the Optionee has not subdivided his its interest in the Securities with any other person;
(lk) the Optionee is not an underwriter of, or dealer in, the common shares of the Company’s common stock, nor is the Optionee participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;
(m) the Optionee understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, statements, answers and agreements contained in this Agreement, and agrees that if any of such acknowledgements, representations, statements, answers and agreements are no longer accurate or have been breached, the Optionee shall promptly notify the Company;
(nl) the Optionee has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Optionee’s 's decision to acquire invest in the SecuritiesSecurities and the Company;
(m) the Optionee is an "Accredited Investor", as the term is defined under Regulation D of the 1933 Act and as that term is defined under Multilateral Instrument 45-106 as adopted by the British Columbia Securities Commission, and the Optionee agrees that the Options are not being offered as part of a public offering and that the Optionee has had access to information about the Company equal to the information that would have been contained in a registration statement filed by the Company and the Optionee has received and reviewed copies of all of the Company’s filings with the SEC;
(n) the Optionee understands and agrees that none of the Options or the Optioned 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, may not be offered or sold 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 securities laws;
(o) it understands and agrees that the Company will refuse to register any transfer of the Optioned 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;
(p) the Optionee is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and,;
(pq) no person has made to the Optionee any written or oral representations:
(i) that any person will resell or repurchase any of the Securities,;
(ii) that any person will refund the purchase price of any of the Securities,; or
(iii) as to the future price or value of any of the Securities, or; and
(ivr) that any the Optionee is (check one or more of the Securities will be listed and posted for trading on any stock exchange following boxes):
(A) a close personal friend of a director, senior officer or automated dealer quotation system or that application has been made to list and post any of the Securities control person of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares an affiliate of the Company’s common stock on Company [ ]
(B) a close business associate of a director, senior officer or control person of the OTC Bulletin Board.Company or an affiliate of the Company [ ] (C) an accredited investor, as such term is defined in Multilateral Instrument 45-106 as adopted by the British Columbia Securities Commission [ X ]
(s) if the Optionee has checked one or more of boxes A, B or C in paragraph 3.1(r) above, the director(s), senior officer(s), control person(s) or founder(s) of the Company with whom the Optionee has the relationship is :
Appears in 1 contract
Sources: Stock Option and Subscription Agreement (Bulldog Technologies Inc)