Representations, Warranties and Covenants of the Shareholder. The undersigned Shareholder: 1. acknowledges sufficient notice of and receipt of a copy of the Agreement and the Special Shareholders Meeting proxy materials from Electrolinks; 2. delivers to Electrolinks the enclosed certificates or, in the alternative, confirms that Electrolinks is in possession of the certificates representing the Electrolinks Shares and, on and subject to the terms and conditions of the Agreement, irrevocably deposits and sells, assigns and transfers to High End all right, title and interest in and to the Electrolinks Shares, effective on and after the Closing Date of the Agreement; 3. represents and warrants that: i. the Shareholder has full power and authority to deposit, sell, assign and transfer the Electrolinks Shares being deposited under the Agreement and has not sold, assigned or transferred or agreed to sell, assign or transfer any of such Electrolinks Shares to any other person; ii. the Shareholder owns the Electrolinks Shares being deposited under the Agreement within the meaning of all applicable corporate and securities laws; and iii. when the Electrolinks Shares are exchanged pursuant to the Agreement, High End will acquire good title thereto free and clear of all liens, restrictions, charges, encumbrances, claims and equities whatsoever; 4. irrevocably constitutes and appoints the president, or any director or officer of Electrolinks, or any other person designated by Electrolinks in writing, as the true and lawful agent, attorney and attorney-in-fact and proxy of the Shareholder with respect to the Electrolinks Shares, effective on and after the Closing Date, with full power of substitution, in the name of and on behalf of the Shareholder (such power of attorney being deemed to be an irrevocable power coupled with an interest): i. to make any necessary corrections to this Letter of Transmittal, including the insertion of certificate numbers where necessary; ii. to register or record, transfer and enter the transfer of Electrolinks Shares on the appropriate register of holders maintained by Electrolinks and High End; and iii. except as otherwise may be agreed, to exercise any and all rights of the holder of the Electrolinks Shares including, without limitation, to vote, execute and deliver any and all instruments of proxy, authorizations or consents in respect of all or any of the Electrolinks Shares, revoke any such instrument, authorization or consent given prior to, on, or after the Closing Date, designate in any such instruments of proxy any person or persons as the proxy or the proxy nominee or nominees of the Shareholder in respect of such Electrolinks Shares for all purposes including, without limitation, in connection with any meeting of holders of securities Electrolinks, and execute, endorse and negotiate, for and in the name of and on behalf of the registered holder of the Electrolinks Shares, any and all cheques or other instruments respecting any distribution from Electrolinks payable to or to the order of such holder of such Electrolinks Shares; 5. agrees, effective on and after the Closing Date, not to vote any of the Electrolinks Shares at any meeting of holders of securities of Electrolinks and, except as may otherwise be agreed, not to exercise any or all of the other rights or privileges attached to the Electrolinks Shares, and agrees to execute and deliver any and all instruments of proxy, authorizations or consents in respect of the proxy to the person or persons specified by High End, as the proxy or proxy nominee or nominees of the holder of the Electrolinks Shares and acknowledges that, upon such appointment, all prior proxies given by the holder of such Electrolinks Shares with respect thereto shall be revoked and subsequent proxies may be given by such person with respect thereto; 6. covenants to execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Electrolinks Shares to High End; 7. represents that it has not, nor has any agent on its behalf, solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Electrolinks Shares so as to bring the proposed exchange and the offer or sale of the Electrolinks Shares to High End within the prospectus or registration requirements of any applicable corporate or securities laws or the respective rules and regulations thereunder and including, without limitation, the Securities Act and the rules and regulations promulgated thereunder; 8. acknowledges that it has been advised by Electrolinks and acknowledges that it must bear the economic risk of the investment in the High End Shares; 9. acknowledges that all authority conferred or agreed to be conferred by the Shareholder herein may be exercised during any subsequent legal incapacity of the Shareholder and shall survive the death or incapacity, bankruptcy or insolvency of the Shareholder and all obligations of the Shareholder herein shall be binding upon the heirs, personal representatives, successors and assigns of the Shareholder; 10. represents and warrants that the Shareholder (if not a U.S. Person) {please check the appropriate box or boxes where applicable}: ( is not a U.S. Person (as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act, which definition includes, but is not limited to, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States or any estate or trust of which any executor, administrator or trustee is a U.S. Person; ( is not acquiring any of the High End Shares for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Shareholder set forth hereinbelow; and ( was not offered any High End Shares in the United States and was outside the United States at the time of execution and delivery of this Agreement; 11. acknowledges that the High End Shares have not been registered under the Securities Act and that High End has no obligation or present intention of filing a registration statement under the Securities Act in respect of the High End Shares except as detailed in the Agreement. The Shareholder agrees to resell the High End Shares only in accordance with the provisions of Regulation S, pursuant to a registration under the Securities Act or pursuant to an available exemption from such registration, and that hedging transactions involving the High End Shares may not be conducted unless in compliance with the Securities Act. The Shareholder understands that any certificate representing the High End Shares will bear a legend setting forth the foregoing restrictions. The Shareholder understands that the High End Shares are restricted within the meaning of “Rule 144” promulgated under the Securities Act; that the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of issuance of the High End Shares to the Shareholder, and even then will not be available unless: (i) a public trading market then exists for the common stock of High End; (ii) adequate information concerning High End is then available to the public; and (iii) other terms and conditions of Rule 144 are complied with; and that any sale of the High End Shares may be made by the Shareholder only in limited amounts in accordance with such terms and conditions; 12. if not a U.S. Person, represents and warrants that no U.S. Person, either directly or indirectly, has any beneficial interest in any of the High End Shares acquired by Shareholder hereunder, nor does the Shareholder have any agreement or understanding (written or oral) with any U.S. Person respecting: i. the transfer or any assignment of any rights or interest in any of the High End Shares; ii. the division of profits, losses, fees, commissions or any financial stake in connection with the High End Shares; or iii. the voting of the High End Shares except as detailed in the Agreement; 13. has the requisite knowledge and experience in financial and business matters for properly evaluating the risks of an investment in High End through exchange of shares resulting per the Agreement; 14. has received all information regarding High End reasonably requested by the Shareholder; 15. understands that an investment in High End through the Agreement involves certain risks of which the Shareholder has taken full cognizance, and which risks the Shareholder fully understands; 16. has been given the opportunity to ask questions of, and to receive answers from, Electrolinks and High End concerning the terms and conditions of the Agreement and to obtain additional information necessary to verify the accuracy of the information contained in the information described in paragraph “14” hereinabove, or such other information as the Shareholder desired in order to evaluate an investment in High End through the Agreement; 17. represents and warrants that the residence of the Shareholder as set forth hereinbelow is the true and correct residence of the Shareholder and the Shareholder has no present intention of becoming a resident or domiciliary of any other jurisdiction; 18. in making a decision to invest in High End through the Agreement, the Shareholder has relied solely upon independent investigations made by the Shareholder, and the particular tax consequences arising from an investment in High End under the Agreement will depend upon the Shareholder’s individual circumstances; 19. is acquiring the High End Shares through the Agreement as principal for the Shareholder’s own account and not for the benefit of any other person, except as otherwise stated herein, and not with a view to the resale or distribution of all or any of the High End Shares; 20. represents that the decision of the Shareholder to exchange Electrolinks Shares for High End Shares pursuant to the Agreement has been based only on the representations contained in the Agreement provided to the Shareholder. It is not made on other information relating to High End and not upon any oral representation as to fact or otherwise made by or on behalf of High End or any other person. The Shareholder agrees that High End assumes no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of any business plan information which has been created based on Electrolinks’ management experience. In particular, and without limiting the generality of the foregoing, the decision to acquire High End Shares through the Agreement has not been influenced by: i. newspaper, magazine or other media articles or reports related to High End or its business; ii. promotional literature or other materials used by High End for sales or marketing purposes; or iii. any representations, oral or otherwise, that any of the High End Shares will be repurchased or have any guaranteed future realizable value or that there is any certainty as to the success of High End or the liquidity or value of any of the High End Shares; 21. acknowledges that the Shareholder has not acquired the High End Shares through the Agreement as a result of any 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; 22. has not become aware of any advertisement in printed media of general and regular paid circulation, radio or television with respect to the distribution of the High End Shares; 23. has had access to such additional information, if any, concerning High End as the Shareholder has considered necessary in connection with the Shareholder’s investment decision to exchange Electrolinks Shares for the High End Shares pursuant to the Agreement; 24. acknowledges that, to the Shareholder’s satisfaction: i. the Shareholder has either had access to or has been furnished with sufficient information regarding High End and the terms of this investment transaction to the Shareholder’s satisfaction; ii. the Shareholder has been provided the opportunity to ask questions concerning this investment transaction and the terms and conditions thereof and all such questions have been answered to the Shareholder’s satisfaction; and iii. the Shareholder has been given ready access to and an opportunity to review any information, oral or written, that the Shareholder has requested, in particular reference to the Agreement and the exchange resulting therefrom; 25. by reason of the Shareholder’s knowledge and experience in financial and business matters, is capable of evaluating the risks and merits of an investment in the High End Shares or, if the Shareholder is relying upon the investment advice of a representative who has advised the Shareholder in connection with this investment (the “Representative”), the Shareholder believes the Representative to be sophisticated and competent in the area of investment advice and analysis and therefore capable of evaluating the risks and merits of an investment in the High End Shares; 26. has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of the Shareholder’s investment in and to any of the High End Shares, and the Shareholder is able to bear the economic risk of a total loss of the Shareholder’s investment in and to any of the High End Shares; 27. understands that an investment in any of the High End Shares is a speculative investment and that there is no guarantee of success of Electrolinks’ and High End’s management’s plans. Management’s plans are an effort to apply present knowledge and experience to project a future course of action which is hoped will result in financial success employing Electrolinks’ and High End’s assets and with the present level of management’s skills and of those whom Electrolinks and High End will need to attract (which cannot be assured). Additionally, all plans are capable of being frustrated by new or unrecognized or unappreciated present or future circumstances which can typically not be accurately, or at all, predicted; 28. is resident as set out in this Letter of Transmittal, and the address as set forth in this Letter of Transmittal is the true and correct address of the Shareholder; 29. the Shareholder is aware of the risks and other characteristics of the High End Shares and of the fact that the Shareholder will not be able to resell the High End Shares except in accordance with the applicable securities legislation and regulatory policy; 30. acknowledges that no person has made to the Shareholder any written or oral representations: i. that any person will resell or repurchase any of the High End Shares; ii. that any person will refund the purchase of any of the High End Shares; iii. as to the future price or value of any of the High End Shares; or iv. that any of the High End Shares will continue to be listed and posted for trading on any stock exchange, over-the-counter or bulletin board market; and v. the Shareholder will not resell the High End Shares except in accordance with the provisions of applicable securities legislation and stock exchange, over-the-counter and/or bulletin board market rules; 31. if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Shareholder will execute and otherwise assist High End in filing such reports, undertakings and other documents as may be reasonably required with respect to the issue of the High End Shares; 32. has been independently advised as to the applicable hold period imposed in respect of the High End Shares by securities legislation in the jurisdiction in which the Shareholder’s resides and confirms that no representation has been made respecting the applicable hold periods for the High End Shares and is aware of the risks and other characteristics of the High End Shares and of the fact that the Shareholder may not be able to re
Appears in 3 contracts
Sources: Business Combination Agreement (High End Ventures, Inc.), Business Combination Agreement (High End Ventures, Inc.), Business Combination Agreement (High End Ventures, Inc.)
Representations, Warranties and Covenants of the Shareholder. 3.1 The undersigned ShareholderShareholder represents and warrants to each of Gran Tierra and ExchangeCo, and acknowledges that each of Gran Tierra and ExchangeCo is relying upon such representations and warranties in entering into this Shareholder Support Agreement that:
1. acknowledges (a) the Shareholder has good and sufficient notice power, authority and right to enter into this Shareholder Support Agreement and to perform the Shareholder's obligations hereunder;
(b) assuming the due execution and delivery of this Shareholder Support Agreement by Gran Tierra and receipt of ExchangeCo, this Shareholder Support Agreement is a copy legal, valid and binding obligation of the Agreement Shareholder enforceable by each of Gran Tierra and ExchangeCo against the Special Shareholders Meeting proxy materials from Electrolinks;
2. delivers to Electrolinks the enclosed certificates or, Shareholder in the alternative, confirms that Electrolinks is in possession of the certificates representing the Electrolinks Shares and, on and accordance with its terms (subject to the terms limitation that the enforceability of any waiver of statutory rights may be limited by applicable law), and conditions the performance by the Shareholder of its obligations hereunder will not constitute a violation of or default under, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to which the Shareholder is a party or by which the Shareholder is bound;
(c) the Shareholder is the beneficial owner of, or exercises control or direction over, the Presently Held Securities and the Shareholder has, or in the case of the AgreementAfter Acquired Securities will have, irrevocably deposits good and sellssufficient power, assigns authority and transfers right to High End all right, transfer or cause to be transferred the legal and beneficial title and interest in and to the Electrolinks SharesSubject Securities to Gran Tierra or ExchangeCo, effective on as applicable, with good and after the Closing Date of the Agreement;
3. represents and warrants that:
i. the Shareholder has full power and authority to deposit, sell, assign and transfer the Electrolinks Shares being deposited under the Agreement and has not sold, assigned or transferred or agreed to sell, assign or transfer any of such Electrolinks Shares to any other person;
ii. the Shareholder owns the Electrolinks Shares being deposited under the Agreement within the meaning of all applicable corporate and securities laws; and
iii. when the Electrolinks Shares are exchanged pursuant to the Agreement, High End will acquire good marketable title thereto free and clear of all liens, restrictions, charges, encumbrances, claims security interests and equities other rights of others whatsoever; and
(d) the Presently Held Securities represent all of the Solana Shares beneficially owned or over which the Shareholder exercises control or direction and the Shareholder does not hold any other rights to acquire any ▇▇▇▇▇▇ ▇▇▇▇▇▇, other than the Solana Options and Solana Warrants set forth on the signature page hereof. The foregoing representations and warranties will be true and correct on the date hereof and on the date of completion of the Arrangement.
3.2 The Shareholder covenants and agrees with each of Gran Tierra and ExchangeCo that the Shareholder will not, and will use its reasonable commercial efforts to cause its representatives and advisors not to, directly or indirectly:
(a) solicit, facilitate, initiate or encourage or take any action to solicit, facilitate or encourage any Solana Acquisition Proposal;
4. irrevocably constitutes and appoints the president(b) enter into or participate in any negotiations or initiate any discussion regarding an Solana Acquisition Proposal, or furnish to any other person any information with respect to ▇▇▇▇▇▇'s business, properties, operations, prospects or conditions (financial or otherwise) in connection with an Solana Acquisition Proposal or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other person to do or seek to do any of the foregoing; or
(c) take any action that might reasonably be expected to reduce the likelihood of success of the Arrangement, provided that, if the Shareholder is a director or officer of Electrolinks▇▇▇▇▇▇, the foregoing provisions of this Section 3.2 shall not restrict the Shareholder from discharging his or her fiduciary duties to ▇▇▇▇▇▇ as a director or officer (or both).
3.3 The Shareholder covenants and agrees with each of Gran Tierra and ExchangeCo that so long as the Shareholder is required to vote the Subject Securities in favour of the Arrangement hereunder, that:
(a) it will notify Gran Tierra promptly if any discussions or negotiations of the nature contemplated by Section 3.2 are sought or if any proposal in respect of an Solana Acquisition Proposal is received, being considered or indicated to be forthcoming, unless Gran Tierra has been so notified by or on behalf of ▇▇▇▇▇▇;
(b) except as contemplated herein, it shall not sell, assign, convey, otherwise dispose of or pledge, charge, encumber or grant a security interest in or grant to any other person designated by Electrolinks in writing, as the true and lawful agent, attorney and attorney-in-fact and proxy of the Shareholder with respect to the Electrolinks Shares, effective on and after the Closing Date, with full power of substitution, in the name of and on behalf of the Shareholder (such power of attorney being deemed to be an irrevocable power coupled with an interest):
i. to make any necessary corrections to this Letter of Transmittal, including the insertion of certificate numbers where necessary;
ii. to register or record, transfer and enter the transfer of Electrolinks Shares on the appropriate register of holders maintained by Electrolinks and High End; and
iii. except as otherwise may be agreed, to exercise any and all rights of the holder of the Electrolinks Shares including, without limitation, to vote, execute and deliver any and all instruments of proxy, authorizations or consents in respect of all or any of the Electrolinks Shares, revoke any such instrument, authorization or consent given prior to, on, or after the Closing Date, designate in any such instruments of proxy any person or persons as the proxy or the proxy nominee or nominees of the Shareholder in respect of such Electrolinks Shares for all purposes including, without limitation, in connection with any meeting of holders of securities Electrolinks, and execute, endorse and negotiate, for and in the name of and on behalf of the registered holder of the Electrolinks Shares, any and all cheques or other instruments respecting any distribution from Electrolinks payable to or to the order of such holder of such Electrolinks Shares;
5. agrees, effective on and after the Closing Date, not to vote any of the Electrolinks Shares at any meeting of holders of securities of Electrolinks and, except as may otherwise be agreed, not to exercise any or all of the other rights or privileges attached to the Electrolinks Shares, and agrees to execute and deliver any and all instruments of proxy, authorizations or consents in respect of the proxy to the person or persons specified by High End, as the proxy or proxy nominee or nominees of the holder of the Electrolinks Shares and acknowledges that, upon such appointment, all prior proxies given by the holder of such Electrolinks Shares with respect thereto shall be revoked and subsequent proxies may be given by such person with respect thereto;
6. covenants to execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Electrolinks Shares to High End;
7. represents that it has not, nor has any agent on its behalf, solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Electrolinks Shares so as to bring the proposed exchange and the offer or sale of the Electrolinks Shares to High End within the prospectus or registration requirements of any applicable corporate or securities laws or the respective rules and regulations thereunder and including, without limitation, the Securities Act and the rules and regulations promulgated thereunder;
8. acknowledges that it has been advised by Electrolinks and acknowledges that it must bear the economic risk of the investment in the High End Shares;
9. acknowledges that all authority conferred or agreed to be conferred by the Shareholder herein may be exercised during any subsequent legal incapacity of the Shareholder and shall survive the death or incapacity, bankruptcy or insolvency of the Shareholder and all obligations of the Shareholder herein shall be binding upon the heirs, personal representatives, successors and assigns of the Shareholder;
10. represents and warrants that the Shareholder (if not a U.S. Person) {please check the appropriate box or boxes where applicable}: ( is not a U.S. Person (as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act, which definition includes, but is not limited to, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States or any estate or trust of which any executor, administrator or trustee is a U.S. Person; ( is not acquiring any of the High End Shares for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Shareholder set forth hereinbelow; and ( was not offered any High End Shares in the United States and was outside the United States at the time of execution and delivery of this Agreement;
11. acknowledges that the High End Shares have not been registered under the Securities Act and that High End has no obligation or present intention of filing a registration statement under the Securities Act in respect of the High End Shares except as detailed in the Agreement. The Shareholder agrees to resell the High End Shares only in accordance with the provisions of Regulation S, pursuant to a registration under the Securities Act or pursuant to an available exemption from such registration, and that hedging transactions involving the High End Shares may not be conducted unless in compliance with the Securities Act. The Shareholder understands that any certificate representing the High End Shares will bear a legend setting forth the foregoing restrictions. The Shareholder understands that the High End Shares are restricted within the meaning of “Rule 144” promulgated under the Securities Act; that the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of issuance of the High End Shares to the Shareholder, and even then will not be available unless: (i) a public trading market then exists for the common stock of High End; (ii) adequate information concerning High End is then available to the public; and (iii) other terms and conditions of Rule 144 are complied with; and that any sale of the High End Shares may be made by the Shareholder only in limited amounts in accordance with such terms and conditions;
12. if not a U.S. Person, represents and warrants that no U.S. Person, either directly or indirectly, has any beneficial interest in any of the High End Shares acquired Subject Securities;
(c) it shall not exercise any shareholder rights or remedies available at common law or pursuant to applicable securities or corporate laws to delay, hinder, upset or challenge the Arrangement;
(d) it shall exercise all voting rights attached to the Subject Securities to vote against any resolution to be considered by Shareholder hereunderthe securityholders of Solana that, nor does if approved, could reasonably be considered to reduce the likelihood of success of the Arrangement;
(e) it shall exercise all voting rights attached to the Subject Securities owned or controlled by the Shareholder have any agreement or understanding (written or oral) to cause Solana and its subsidiaries to carry on their respective businesses in the regular and ordinary course consistent with any U.S. Person respecting:
i. the transfer or any assignment of any rights or interest in any of the High End Sharespast practice;
ii. the division of profits, losses, fees, commissions or any financial stake (f) in connection with the High End Shares; or
iii. the voting completion of the High End Shares except as detailed in the Agreement;
13. has the requisite knowledge and experience in financial and business matters for properly evaluating the risks of an investment in High End through exchange of shares resulting per the Agreement;
14. has received all information regarding High End reasonably requested by the Shareholder;
15. understands that an investment in High End through the Agreement involves certain risks of which the Shareholder has taken full cognizance, and which risks the Shareholder fully understands;
16. has been given the opportunity to ask questions of, and to receive answers from, Electrolinks and High End concerning the terms and conditions of the Agreement and to obtain additional information necessary to verify the accuracy of the information contained in the information described in paragraph “14” hereinabove, or such other information as the Shareholder desired in order to evaluate an investment in High End through the Agreement;
17. represents and warrants that the residence of the Shareholder as set forth hereinbelow is the true and correct residence of the Shareholder and the Shareholder has no present intention of becoming a resident or domiciliary of any other jurisdiction;
18. in making a decision to invest in High End through the Agreement, the Shareholder has relied solely upon independent investigations made by the Shareholder, and the particular tax consequences arising from an investment in High End under the Agreement will depend upon the Shareholder’s individual circumstances;
19. is acquiring the High End Shares through the Agreement as principal for the Shareholder’s own account and not for the benefit of any other person, except as otherwise stated herein, and not with a view to the resale or distribution of all or any of the High End Shares;
20. represents that the decision of the Shareholder to exchange Electrolinks Shares for High End Shares pursuant to the Agreement has been based only on the representations contained in the Agreement provided to the Shareholder. It is not made on other information relating to High End and not upon any oral representation as to fact or otherwise made by or on behalf of High End or any other person. The Shareholder agrees that High End assumes no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of any business plan information which has been created based on Electrolinks’ management experience. In particular, and without limiting the generality of the foregoing, the decision to acquire High End Shares through the Agreement has not been influenced by:
i. newspaper, magazine or other media articles or reports related to High End or its business;
ii. promotional literature or other materials used by High End for sales or marketing purposes; or
iii. any representations, oral or otherwise, that any of the High End Shares will be repurchased or have any guaranteed future realizable value or that there is any certainty as to the success of High End or the liquidity or value of any of the High End Shares;
21. acknowledges that the Shareholder has not acquired the High End Shares through the Agreement as a result of any 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;
22. has not become aware of any advertisement in printed media of general and regular paid circulation, radio or television with respect to the distribution of the High End Shares;
23. has had access to such additional information, if any, concerning High End as the Shareholder has considered necessary in connection with the Shareholder’s investment decision to exchange Electrolinks Shares for the High End Shares pursuant to the Agreement;
24. acknowledges that, to the Shareholder’s satisfaction:
i. the Shareholder has either had access to or has been furnished with sufficient information regarding High End and the terms of this investment transaction to the Shareholder’s satisfaction;
ii. the Shareholder has been provided the opportunity to ask questions concerning this investment transaction and the terms and conditions thereof and all such questions have been answered to the Shareholder’s satisfaction; and
iii. the Shareholder has been given ready access to and an opportunity to review any information, oral or written, that the Shareholder has requested, in particular reference to the Agreement and the exchange resulting therefrom;
25. by reason of the Shareholder’s knowledge and experience in financial and business matters, is capable of evaluating the risks and merits of an investment in the High End Shares orArrangement, if the Shareholder is relying upon a director or officer of Solana, it will, if requested by Gran Tierra, resign his or her position as a director and/or officer of ▇▇▇▇▇▇ (and ▇▇▇▇▇▇'s subsidiaries) effective at such time as may be requested by Gran Tierra (provided such time is not prior to the investment advice effective time of a representative who has advised the Shareholder in connection with this investment Arrangement) and will use its reasonable commercial efforts to enable Gran Tierra and ExchangeCo to elect or appoint all of the directors of Solana (and ▇▇▇▇▇▇'s subsidiaries) and to effect an orderly transition of management and control of Solana (and ▇▇▇▇▇▇'s subsidiaries) at the “Representative”), the Shareholder believes the Representative to be sophisticated time and competent in the area of investment advice and analysis and therefore capable of evaluating the risks and merits of an investment in the High End Shares;
26. has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of the Shareholder’s investment in and to any of the High End Shares, and the Shareholder is able to bear the economic risk of a total loss of the Shareholder’s investment in and to any of the High End Shares;
27. understands that an investment in any of the High End Shares is a speculative investment and that there is no guarantee of success of Electrolinks’ and High End’s management’s plans. Management’s plans are an effort to apply present knowledge and experience to project a future course of action which is hoped will result in financial success employing Electrolinks’ and High End’s assets and with the present level of management’s skills and of those whom Electrolinks and High End will need to attract (which cannot be assured). Additionally, all plans are capable of being frustrated manner requested by new or unrecognized or unappreciated present or future circumstances which can typically not be accurately, or at all, predicted;
28. is resident as set out in this Letter of Transmittal, and the address as set forth in this Letter of Transmittal is the true and correct address of the Shareholder;
29. the Shareholder is aware of the risks and other characteristics of the High End Shares and of the fact that the Shareholder will not be able to resell the High End Shares except in accordance with the applicable securities legislation and regulatory policy;
30. acknowledges that no person has made to the Shareholder any written or oral representations:
i. that any person will resell or repurchase any of the High End Shares;
ii. that any person will refund the purchase of any of the High End Shares;
iii. as to the future price or value of any of the High End Shares; or
iv. that any of the High End Shares will continue to be listed and posted for trading on any stock exchange, over-the-counter or bulletin board marketGran Tierra; and
v. (g) it shall use its reasonable commercial efforts to cause ▇▇▇▇▇▇ to perform its obligations under the Shareholder will not resell the High End Shares except in accordance with the provisions of applicable securities legislation and stock exchangeArrangement Agreement, over-the-counter and/or bulletin board market rules;
31. if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Shareholder will execute and otherwise assist High End in filing such reports, undertakings and other documents as may be reasonably required with respect to the issue of the High End Shares;
32. has been independently advised as extent such is within its power (subject to the applicable hold period imposed in respect of the High End Shares by securities legislation in the jurisdiction in any fiduciary duties to which the Shareholder’s resides and confirms that no representation has been made respecting the applicable hold periods for the High End Shares and is aware of the risks and other characteristics of the High End Shares and of the fact that the Shareholder may not be able to resubject).
Appears in 1 contract
Sources: Shareholder Support Agreement (Gran Tierra Energy, Inc.)