Subscriber Warranties. The Subscriber represents and warrants to and for the benefit of the Company that each of the following statements is true, accurate and not misleading as at the date of this agreement and as at the Stage 2 Completion Date: (a) (status) It is a body corporate validly existing under the laws of its place of incorporation or establishment. (b) (corporate power) It has the corporate power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement. (c) (corporate action) It has taken all necessary corporate action to authorise the entry into and performance of this agreement and to carry out the transactions contemplated by this agreement. (d) (binding obligation) This agreement is its valid and binding obligation. (e) (no contravention) Neither the entry into nor performance by it of this agreement nor any transaction contemplated under this agreement violates in any material respect any provision of any judgment binding on it, its constituent documents, any law or any document, agreement or other arrangement binding on it or its assets. (f) (Accredited Investor) It is an “accredited investor”, as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) and has the knowledge and experience to evaluate an investment in the securities to be subscribed for under this agreement (Securities) and has the financial resources to allow it to make the investment in the Securities and to tolerate any losses therefrom, and it is acquiring the Securities for its own account and has not been induced to acquire the Securities and it is not purchasing the Securities with a present view to the distribution thereof. (g) (Restrictions) It understands that the Securities will be subject to restrictions on resale in the United States. The Securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred in the United States without registration under the U.S. Securities Act (which it acknowledges the Company has no obligation to do or procure) unless the Securities are offered, sold, pledged, transferred or otherwise disposed of in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any state in the United States or any other jurisdiction. (h) (Transfer requirements) It agrees that if it decides to sell or otherwise transfer any Securities in the United States, it will only do so in accordance with the U.S. Securities Act in a transaction exempt from the registration requirements of the U.S. Securities Act. (i) (Distribution) It is not engaged in the business of distributing securities or, if it is, it will not offer or sell the Securities except in transactions exempt from the registration requirements of the U.S. Securities Act, however it may sell securities in standard brokered transactions on the ASX where it has no reason to know that the purchase is a person in the United States.
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Subscriber Warranties. The Each Subscriber represents and separately warrants to and for the benefit of the Company that Trustee, each of the following statements is true, accurate and not misleading as at the date a material term of this agreement Deed and as at to induce the Stage 2 Completion DateTrustee to accept the Subscriber’s application, that:
(a) (status) It is the Subscriber has sufficient financial resources to fulfil the Subscriber’s obligations under this Deed and as a body corporate validly existing Unit Holder under the laws of its place of incorporation or establishment.Trust Deed;
(b) (corporate power) It the Subscriber has the corporate full power and authority to enter into this Deed and to perform its the Subscriber’s obligations under this agreement Deed and to carry out as a Unit Holder under the transactions contemplated by this agreement.Trust Deed;
(c) (corporate action) It has taken all authorisations and approvals necessary corporate action to authorise for the entry into valid and performance proper acquisition of this agreement Units by the Subscriber have been duly obtained and to carry out the transactions contemplated by this agreement.no required consents or approvals are outstanding;
(d) (binding obligation) This agreement is its valid the Subscriber has the experience necessary to evaluate and binding obligation.understands the financial, investment and other risks involved in an investment in the Trust;
(e) (no contravention) Neither the entry into nor performance by it of this agreement nor any transaction contemplated under this agreement violates in any material respect any provision of any judgment binding on it, its constituent documents, any law Subscriber is fully aware that the Trustee or any document, agreement or other arrangement binding on it or its assets. associate (f) (Accredited Investor) It is an “accredited investor”, as such that term is defined in Rule 501(athe Corporations Act) of Regulation D under the U.S. Securities Act Trustee does not guarantee the repayment of 1933capital or the performance of the Trust or make any representation concerning any of these matters;
(f) the Subscriber has sought advice from the Subscriber’s advisers as to the legal, as amended (the U.S. Securities Act) tax, financial and other implications of subscribing for Units and entering into this Deed and has relied solely on such advice and investigations made by the knowledge Subscriber and experience to evaluate an investment the Subscriber’s advisers in satisfying itself that subscribing for Units and entering into this Deed are suitable, appropriate and desirable transactions for the securities to be subscribed for under this agreement (Securities) and has the financial resources to allow it to make the investment in the Securities and to tolerate any losses therefrom, and it is acquiring the Securities for its own account and has not been induced to acquire the Securities and it is not purchasing the Securities with a present view to the distribution thereof.Subscriber; and
(g) (Restrictions) It understands that at the Securities will be subject to restrictions on resale in Commencement Date and at all times while the United States. The Securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred in the United States without registration under the U.S. Securities Act (which it acknowledges the Company has no obligation to do or procure) unless the Securities are offered, sold, pledged, transferred or otherwise disposed of in Subscriber is a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any state in the United States or any other jurisdiction.
(h) (Transfer requirements) It agrees that if it decides to sell or otherwise transfer any Securities in the United States, it will only do so in accordance with the U.S. Securities Act in a transaction exempt from the registration requirements of the U.S. Securities Act.Unit Holder:
(i) (Distribution) It the Subscriber is not engaged a “Retail Client” (as defined in the business Corporations Act), and accordingly the Subscriber acknowledges that any offer or issue of distributing securities or, if it is, it Partly Paid Units does not need disclosure to the Subscriber under the Corporations Act or any other law;
(ii) the Subscriber is an Eligible Investor; and
(iii) the Subscriber understands that the Trust will not offer or sell the Securities except in transactions exempt from the registration requirements of the U.S. Securities Act, however it may sell securities in standard brokered transactions on the ASX where it has no reason to know that the purchase is be registered as a person “managed investment scheme” (as defined in the United StatesCorporations Act) under the Corporations Act and will not be registered under any securities or other laws of any jurisdiction.
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Subscriber Warranties. 7.1 The Subscriber Subscriber:
(a) warrants and represents and warrants to and for the benefit of the Company that each of the following statements Subscriber Warranties is truetrue and accurate in all material aspects;
(b) further warrants and represents to the Company that the Subscriber Warranties shall be deemed to be repeated immediately before the Subscription Completion with reference to the facts and circumstances then prevailing, accurate and for this purpose a reference in any of the Subscriber Warranties to the date of this Agreement shall be construed as a reference to the Subscription Completion Date; and
(c) acknowledges that the Company has entered into this Agreement in reliance on, among other things, the Subscriber Warranties.
7.2 Notwithstanding any provisions herein to the contrary, the Subscriber shall have no liability whatsoever in respect of any Relevant Claim to the extent that the matter giving rise to the Relevant Claim would not misleading as have arisen but for the passing of, or any change in, after the date of this Agreement having retrospective effect any law, rule, regulation, or administrative practice of any government, governmental department, agency or regulatory body, in any such case not actually or prospectively in force at the date of this agreement Agreement.
7.3 The Subscriber undertakes and as agrees that, subject to and conditional upon the Subscription Completion, it shall not, without the prior written consent of the Company and whether directly or indirectly, at any time during the Stage 2 period of ten (10) months immediately following the Subscription Completion Date:
(a) offer, pledge, charge, sell, mortgage, lend, create, transfer or otherwise dispose of any legal or beneficial interest (statusincluding by the creation of or an agreement to create or selling or granting or agreeing to sell or grant any option or contract to purchase or any warrant or right to purchase) It is a body corporate validly existing under in the laws of its place of incorporation Subscription Shares, the Convertible Bonds or establishment.the Conversion Shares or any securities convertible into or exercisable or exchangeable for such Subscription Shares, Convertible Bonds or Conversion Shares, or contract to do so, whether directly or indirectly; or
(b) (corporate power) It has the corporate power to enter into and perform its obligations under this agreement and any swap or other transaction that transfers to carry out another, in whole or in part, the economic consequences of ownership of such Subscription Shares, Convertible Bonds, Conversion Shares or securities, in each case, whether any of the foregoing transactions contemplated described in clause 7.3(a) or 7.3(b) above is to be settled by this agreement.
(c) (corporate action) It has taken all necessary corporate action to authorise delivery of Shares, Convertible Bonds, such other securities convertible into Shares, cash or otherwise dispose of any of the entry into and performance of this agreement and to carry out Subscription Shares, the transactions contemplated by this agreement.
(d) (binding obligation) This agreement is its valid and binding obligation.
(e) (no contravention) Neither Convertible Bonds or the entry into nor performance by it of this agreement nor Conversion Shares, or any transaction contemplated under this agreement violates interest in any material respect company or entity holding (directly or indirectly) any provision of the Subscription Shares, the Convertible Bonds or the Conversion Shares, and provided that the restrictions set out in this clause 7.3 shall not prohibit or restrict any judgment binding on itsale, its constituent documentstransfer or disposal of the Subscription Shares, any law the Convertible Bonds or any documentthe Conversion Shares (or transaction, agreement or other arrangement binding on it contract referred to in clause 7.3(a) or 7.3(b) above) among the Subscriber and its assets. (fwholly-owned subsidiaries and such transferee(s) (Accredited Investor) It is an “accredited investor”agrees to receive and hold the Subscription Shares, as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (Convertible Bonds or the U.S. Securities Act) and has the knowledge and experience to evaluate an investment in the securities to be subscribed for under this agreement (Securities) and has the financial resources to allow it to make the investment in the Securities and to tolerate any losses therefrom, and it is acquiring the Securities for its own account and has not been induced to acquire the Securities and it is not purchasing the Securities with a present view Conversion Shares subject to the distribution thereofprovisions of this clause 7.3.
(g) (Restrictions) It understands that the Securities will be subject to restrictions on resale in the United States. The Securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred in the United States without registration under the U.S. Securities Act (which it acknowledges the Company has no obligation to do or procure) unless the Securities are offered, sold, pledged, transferred or otherwise disposed of in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the securities laws of any state in the United States or any other jurisdiction.
(h) (Transfer requirements) It agrees that if it decides to sell or otherwise transfer any Securities in the United States, it will only do so in accordance with the U.S. Securities Act in a transaction exempt from the registration requirements of the U.S. Securities Act.
(i) (Distribution) It is not engaged in the business of distributing securities or, if it is, it will not offer or sell the Securities except in transactions exempt from the registration requirements of the U.S. Securities Act, however it may sell securities in standard brokered transactions on the ASX where it has no reason to know that the purchase is a person in the United States.
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Sources: Subscription Agreement