Understandings. The undersigned understands, acknowledges and agrees with the Company as follows: (a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement. (b) No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures. (c) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. (d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. (f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. (g) THE DEBENTURES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Appears in 2 contracts
Sources: Securities Offering Agreement (Swissray International Inc), Securities Offering Agreement (Swissray International Inc)
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Pubco Common Stock;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the Pubco Common Stock are "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Pubco Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Appears in 2 contracts
Sources: Share Exchange Agreement (DogInn Inc.), Share Exchange Agreement (Baoshinn Corp)
Understandings. The undersigned Each of the Purchasers understands, acknowledges and agrees with the Company as follows:
(a1) This Subscription may be rejected, in whole or in part, The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company in to accept any subscription or complete the Offering. If the Company accepts a subscription for Securities made by a Purchaser, it shall countersign this Agreement within one (1) business day of its sole receipt thereof. If this Agreement is not countersigned within one (1) business day of the Company’s receipt thereof, the Purchaser shall have the option to withdraw its investment by delivering written notice thereof to the Company. This Agreement, however, shall remain valid unless and absolute discretion at any time before the date set for closing unless until the Company has given received such written notice of acceptance withdrawal. Each Purchaser hereby acknowledges and agrees that the subscription hereunder, once accepted by the Company, is irrevocable by such Purchaser, and that, except as required by law, such Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of such Purchaser hereunder, except that the undersigneds subscription by signing obligations under this Subscription AgreementAgreement shall not survive the death or disability of such Purchaser.
(b2) No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the DebenturesSecurities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved.
(c3) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned Purchaser herein and in the Purchaser Questionnaire.
(f4) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offerings Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g5) THE DEBENTURES MAY NOT BE TRANSFERREDThe Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSnon-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMnon-public information of which the Purchaser is aware. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. Except for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERINGwhich information the Company has agreed to disclose in accordance with Section F.3 hereof), INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMOREthe Company confirms that neither the Company nor, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWSto its knowledge, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEany other person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information.
Appears in 1 contract
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Worldbid Common Stock;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the Worldbid Common Stock is "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Worldbid Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Worldbid Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES WORLDBID COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN WITNESS WHEREOF, I have executed this Certificate of U.S. Shareholder. Signature Date Print Name Title (hif Applicable) NASAA UNIFORM LEGEND Address Royalite has issued the following shares of common stock: 18,000,000 Shares of Common Stock at a price of $0.001 per share effective February 8, 2006 $18,000 3,000,000 Shares of Common Stock at a price of $0.001 per share (deemed) effective February 8, 2006 3,000 2,000,000 Shares of Common Stock at a price of $0.10 per share effective March 2, 2006 200,000 100,000 Shares of Common Stock at a price of $0.10 per share effective March 3, 2006 10,000 1,860,667 Shares of Common Stock at a price of $0.30 per share effective April 30, 2006 558,200 Unaudited Financial Statements as of April 30, 2006. Checking-B of A 2822 418,037.05 ▇▇▇▇▇ Cash 300.00 Total Cash 418,337.05 Total Checking/Savings 418,337.05 Total Current Assets 418,337.05 Computers & Equipment 3,500.00 Accumulated Deprec (13 .42 ) Total Fixed Assets 3,486.58 Refundable Deposits 3,500.00 Mining Consessions-Utah 288,509.50 Total Other Assets 292,009.50 Accounts Payable 25,424.63 Total Accounts Payable 25,424.63 Due to Pass Technologies 394.71 Loan Payable-K.I. ▇▇▇▇▇▇▇▇ 39,898.99 Loan Payable- ▇▇▇▇ ▇▇▇ 58,000.00 Total Other Current Liabilities 98,293.70 Total Current Liabilities 123,718.33 Total Liabilities 123,718.33 Common Stock(.001 par value) 21,961.00 Add't Paid in Capital 764,239.00 Net Income (196,085.20 ) Total Equity 590,114.80 Laboratory Fees 500. 00 Field Expenses 229. 32 Engineering 4,424. 40 Maps & Drafting 28,301. 37 Millsite 635. 11 Total Project Related Costs 34,090.20 Total COGS 34,090.20 Gross Profit (34,090.20 ) Bank Service Charges 377.18 Business License & Fees 871.71 Gas 127. 99 Total Car/Truck Expense 127.99 Commissions 12,000.00 Consulting Fees 80,775.30 Directors Fees 1,600.00 Depreciation Expense 13.42 Office Supplies 295.58 Postage and Delivery 83.69 Legal Fees 5,073. 49 Total Professional Fees 5,073.49 Rent 8,300.00 Meals 1,390. 74 Travel 50,600. 90 Total Travel & Entertainment 51,991.64 Utilities 300.00 Total Expense 161,810.00 Net Ordinary Income (195,900.20 ) Net Income (195,900.20 ) CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (196,085 ) Adjustments to reconcile loss from operating to net cash used in operating activities: Depreciation 13 Changes in operating assets and liabilities: Other current assets (3,500 ) Accounts payable and accrued liabilities 25,425 Net cash used in operating activities (174,147 ) CASH FLOW FROM INVESTING ACTIVITIES Cash paid on mineral property claims (288,510 ) Purchase of fixed assets (3,500 ) Net cash used in investing activities (292,010 ) CASH FLOW FROM FINANCING ACTIVITIES Proceeds from stock issuance 786,200 Proceeds from borrowings from related party 40,294 Proceeds from borrowings on loan payable 58,000 Net cash provided by financing activities 884,494 NET CHANGE IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION CASH 418,337 CASH AT BEGINNING OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS YEAR - CASH AT END OF THE OFFERINGPERIOD $ 418,337 SUPPLEMENTAL INFORMATION Interest Paid $ - Income Taxes Paid $ - Month to Month:
(1) Agreement with Nitra Corporation, INCLUDING THE MERITS AND RISKS INVOLVEDa Nevada corporation, and Royalite to pay $8,000.00 per month plus expenses to Nitra Corporation for the services of ▇▇▇▇▇▇▇ ▇. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY▇▇▇▇ to act as President for Royalite.
(2) Agreement with Pass Minerals Inc., a Nevada Corporation, and Royalite to pay $4,000.00 per month plus expenses to Pass Minerals Inc. for consulting and financial services.
(1) Agreement with Investor Consulting LLC, a Nevada LLC, and ▇▇▇▇▇▇ Capital LLC, a Florida LLC, to pay $2,500.00 each per month ($5,000 total) plus expenses for consulting and public relations services. FURTHERMORERoyalite holds the exclusive license for the State of Utah for a period of twenty (20) years which commenced on October 1, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT2005 to use a proprietary sensing instrument known as the “▇▇▇▇▇ Radiometer” for detection of sub-surface minerals, hydrocarbons and liquids under a First Amended License Agreement dated October 1, 2005 with ▇▇▇▇▇▇▇ ▇. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE▇▇▇▇▇, individually and doing business as Hy-Carb Company, of Boulder City, Nevada. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWSUnder a residential lease agreement dated April 10, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM2006 between ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ and Royalite, Royalite has leased premises at a monthly rate of $3,500 for a period expiring on April 10, 2007. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.PIUTE COUNTY, UTAH T. 30 S., R. 1 W., SLB&B Secs. 6 and 7, All; Sec. 18, NE 1,557.59 Sec. 17, All 1,040.00 ▇▇▇▇; Sec. 20, NE, S2; ▇▇▇. ▇▇, ▇▇, ▇▇; ▇▇▇. ▇▇, ▇▇▇▇ ▇-▇, ▇▇, ▇▇▇▇ 1,422.07
Appears in 1 contract
Sources: Merger Agreement (Worldbid Corp)
Understandings. The undersigned Purchaser understands, acknowledges and agrees with the Company as follows:
(a) This Subscription may be rejected, in whole or in part, The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Company in its sole undersigned, that, except as required by law and absolute discretion at except to the extent any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing Disclosure Documents contain any misrepresentation of a material fact or omit to state a fact necessary in order to make the statements made therein not misleading, the undersigned is not entitled to cancel, terminate or revoke this Subscription AgreementAgreement or any agreements of the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the undersigned and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. If the undersigned is more than one person, the obligations of the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his/her heirs, executors, administrators, successors, legal representatives and permitted assigns.
(b) No U.S. federal Federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the DebenturesUnits.
(c) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Units as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the DebenturesUnits.
(d) IN MAKING AN INVESTMENT DECISIONTHE UNITS, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION THE SHARES (INCLUDING THE SHARES ISSUABLE UPON EXERCISE OF THE COMPANY WARRANTS) AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES WARRANTS THAT ARE ISSUED MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Appears in 1 contract
Understandings. The undersigned understands, acknowledges and agrees with the Company as follows:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) 1. No U.S. federal Federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of this Agreement or as to the fairness of the terms of the Offering this offering for investment investment, nor any recommendation recommendations or endorsement of the DebenturesUnits.
(c) 2. The representations, warranties offering and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering Units is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) or 3(b) of the Securities Act and and/or the provisions of Regulation D thereunderD. Except as set forth in the next succeeding paragraph, which the Company is in part dependent upon under no obligation to register the truth, completeness and accuracy Units or any of the statements made by Securities issued in this offering on behalf of the undersigned herein and or to assist the undersigned in the Questionnairecomplying with any exemption from registration.
(fa) It is understood that in order not to jeopardize Upon the Offerings exempt status under Section 4(2) request of the Securities Act undersigned, the Company shall promptly file a registration statement for the common stock underlying the Warrants and Regulation D, the common stock into which the Series A Preferred Stock is convertible (the "registrable securities") on any transferee may, appropriate form under the 1933 Act. The Company shall use commercially reasonable efforts to cause such registration to become effective as promptly as possible after such filing and thereafter to keep such registration effective for a period of at a minimum, be required to fulfill the investor suitability requirements thereunderleast one year.
(gb) THE DEBENTURES MAY NOT BE TRANSFERREDNotwithstanding the foregoing, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSthe Company may postpone the filing of a registration statement (for a period not exceeding 90 days) if its Board of Directors in good faith determines that the filing or the distribution of the registrable securities will adversely interfere with a public offering by the Company or with a financing, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. acquisition, corporate reorganization or similar corporate transaction.
(hc) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERINGIn connection with the registration, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMOREthe Company will use its reasonable efforts to effect such registration to permit the sale of such registrable securities and accordingly will:
(i) prepare and file with the SEC a Registration Statement or registration statements on any appropriate form under the 1933 Act, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWSwhich form shall be available for the sale of the registrable securities and shall include all financial statements required by the SEC to be filed therewith;
(ii) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the registration statement effective;
(iii) prior to any public offering of registrable securities, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEregister or qualify or cooperate with the selling holders of registrable securities, the underwriters, if any, and their respective counsel on a commercially reasonable basis to register or qualify such registrable securities for offer and sale under the securities or blue sky laws of such jurisdictions as any selling holder or underwriter reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the registrable securities covered by the Registration Statement.
Appears in 1 contract
Sources: Subscription and Registration Rights Agreement (New Frontier Energy Inc)
Understandings. The undersigned Holder understands, acknowledges and agrees with the Company as follows:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) a. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the DebenturesSecurities or the Company.
(c) b. The representations, warranties and agreements of the undersigned Holder and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Securities as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the DebenturesSecurities.
(d) IN MAKING AN INVESTMENT DECISIONc. In making an investment decision, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERINGthe Holder is relying on its own examination of the Company and the terms of the Offering, INCLUDING THE MERITS AND RISKS INVOLVEDincluding the merits and risks involved. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITYThe Common Stock shares have not been recommended by any federal or state securities commission or regulatory authority. FURTHERMOREFurthermore, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENTthe foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSEAny representation to the contrary is a criminal offense.
(e) d. The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(24(a)(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) e. It is understood that in order not to jeopardize the Offerings Offering’s exempt status under Section 4(24(a)(2) of the Securities Act and Regulation D, any transferee the Holder may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) f. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.
g. THE DEBENTURES MAY NOT COMPANY’S SECURITIES, INCLUDING ITS COMMON STOCK, ARE ILLIQUID. THERE IS CURRENTLY NO MARKET FOR THE COMPANY’S COMMON STOCK AND THERE CAN BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMNO ASSURANCE THAT A MARKET WILL EVER DEVELOP. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF IN THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMECOMPANY INVOLVES SUBSTANTIAL RISK.
Appears in 1 contract
Sources: Subscription Agreement (Brazil Interactive Media, Inc.)
Understandings. The undersigned Each of the Purchasers understands, acknowledges and agrees with the Company as follows:
(a1) This Subscription may be rejected, in whole or in part, That the subscription hereunder is irrevocable by the Purchaser, and that, except as required by law, the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Purchaser hereunder. The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company or the Placement Agent to accept any subscription or complete the Offering. The Company may in its sole and absolute discretion terminate this Offering or reject any subscription at any time before prior to the date set for closing unless sale of the Securities to any Purchaser. If the Company has given notice accepts a subscription for Securities made by a Purchaser, it shall countersign this Agreement within one business day of acceptance of the undersigneds subscription its submission by signing this Subscription AgreementPurchaser.
(b2) No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the DebenturesSecurities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved.
(c3) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned Purchaser herein and in the Purchaser Questionnaire.
(f4) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offerings Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g5) THE DEBENTURES MAY NOT BE TRANSFERREDThe Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSnon-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMnon-public information of which the Purchaser is aware. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEExcept for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein, the Company confirms that neither the Company nor, to its knowledge, any other person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information.
(6) The Purchaser agrees that, prior to the earliest to occur of (i) the termination of this Agreement, (ii) the effective date of the Registration Statement or (iii) forty five (45) days after the date of the last signature to this Agreement, such Purchaser shall not, and shall cause its affiliates not to, engage, directly or indirectly, in (a) a Prohibited Transaction nor (b) any sale, assignment, pledge, hypothecation, put, call, or other transfer of any of the shares of Common Stock, warrants or other securities of the issuer acquired hereunder. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERINGNotwithstanding the foregoing, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMOREin the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEthe covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio managers that have knowledge about the financing transaction contemplated by this Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Genelabs Technologies Inc /Ca)
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Pubco Common Stock;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the Pubco Common Stock is "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common Stock. It is understood that in order not to jeopardize this offering's exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Pubco Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN WITNESS WHEREOF, I have executed this Certificate of U.S. Shareholder. __________________________ Date:__________________, 2004 Signature _________________________ Print Name __________________________ Title (hif applicable) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION __________________________ Address __________________________ DISCLOSURE SCHEDULE 3.4 TO THE CONTRARY IS AGREEMENT AND PLAN OF MERGER AMONG ▇▇▇▇ ▇▇▇▇, XTEN NETWORKS, INC. AND BROAD SCOPE ENTERPRISES, INC. ▇▇▇▇ ▇▇▇▇ (US Citizen) t. 604.729.7424 2,717,900 ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vancouver, British Columbia, Canada ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ t. 604.451.3340 2,717,900 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ t. 604.926.0640 772,900 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ t. 604.926.0640 740,000 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ t. 250.656.7701 540,000 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ t. +▇▇▇.▇▇▇▇.▇▇▇▇ 740,000 4/F, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ t. 604.671.5530 8,000 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ t. +▇▇.▇.▇▇▇.▇▇▇▇ 70,000 ▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Unit #420, Burnaby, BC, Canada V5H 4M9 ▇▇▇▇▇ ▇▇▇▇▇▇▇ t. 604.468.1160 200,200 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Port Coquitlam, British Columbia, Canada V3C 1Y8 ▇▇▇▇ ▇▇▇▇ t. 867.667.7890 2,000 ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ t. 604.318.8524 62,500 #▇▇▇▇ - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Vancouver, British Columbia, Canada V6Z 2X4 ▇▇▇▇ ▇▇▇▇▇▇▇ t. 604.831.3323 25,000 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇ t. 604.885.5912 62,500 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ t. 604.521.9594 12,500 #206 - ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, New Westminster, British Columbia, Canada V3L 1E2 ▇▇▇▇▇ ▇▇▇▇ t. 604. 5,000 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Port Coquitlam, British Columbia, Canada V3C 4C3 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (US Citizen) t. 631.961.8950 43,600 Suite 225, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (US Citizen) t. 858.587.6700 45,000 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ (US Citizen) t. 408.861.1000 45,000 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Parkway, Campbell, California, USA 95008 ▇▇▇▇ ▇▇▇▇▇ t. +▇▇.▇▇▇▇.▇▇▇▇ 25,000 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ Vonage Holdings Corp (US Co.) t. 732.528.2601 45,000 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America 08817 DISCLOSURE SCHEDULE 3.10 TO THE AGREEMENT AND PLAN OF MERGER AMONG ▇▇▇▇ ▇▇▇▇, XTEN NETWORKS, INC. AND BROAD SCOPE ENTERPRISES, INC. DISCLOSURE SCHEDULE 3.16 TO THE AGREEMENT AND PLAN OF MERGER AMONG ▇▇▇▇ ▇▇▇▇, XTEN NETWORKS, INC. AND BROAD SCOPE ENTERPRISES, INC. ▇▇▇▇ ▇▇▇▇ Suite 302 - ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. Vancouver, BC V6G 3A7 11/01/2002 CEO, Secretary & Treasurer $6,250 N/A CRIMINAL OFFENSEN/A DISCLOSURE SCHEDULE 7.1 TO THE AGREEMENT AND PLAN OF MERGER AMONG ▇▇▇▇ ▇▇▇▇, XTEN NETWORKS, INC. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWSBROAD SCOPE ENTERPRISES, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMINC. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEIssuer: Broad Scope Enterprises, Inc. (the "Company") Offering: Private placement (the "Private Placement") of 2,000,000 units (the "Units") at a price of US$1.00 per Unit, each Unit being comprised of one share of common stock (the "Shares") and one-half of one share purchase warrant (the "Warrants"). Offering Size: US$2,000,000 Share Purchase Warrants : Each whole Warrant will entitle the holder to purchase one additional Share at a price of US$2.00 for a period of one year from the Closing Date.
Appears in 1 contract
Understandings. The undersigned understands, acknowledges and agrees with the Company as follows:
(a) This Subscription may The provisions of this Article VI shall be rejectedconstrued as an agreement independent of any other claim. The existence of any claim or cause of action of Executive against the Company, in whole whether predicated on Executive’s employment or in partotherwise, shall not constitute a defense to the enforcement by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing terms of Article VI of this Subscription Agreement. Executive waives any right to a jury trial in any litigation relating to or arising from this Article VI.
(b) No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to Executive acknowledges and agrees that the fairness covenants and agreements contained herein are necessary for the protection of the terms Company’s legitimate business interests and are reasonable in scope and content. Executive agrees that the restrictions contained in this Article VI are reasonable and will not unduly restrict him in securing other employment or income in the event his employment with the Company ends. Executive acknowledges and agrees that he executed this Agreement on or before his first day of employment with the Offering for investment nor any recommendation or endorsement of the DebenturesCompany.
(c) The representations, warranties Company and Executive agree and stipulate that the agreements and covenants contained in this Agreement and specifically of this Article VI are fair and reasonable in light of all of the undersigned facts and circumstances of the relationship between them. the Company contained herein and Executive agree and stipulate that Executive has hereby agreed to be bound to the obligations, Thrown, LLC restrictions and covenants of this Article VI as a condition to his employment and in consideration of his compensation, stock option grant, restricted stock unit grant, severance terms, and all other terms and provisions of this Agreement. the Company and Executive acknowledge their awareness, however, that in certain circumstances courts have refused to enforce certain agreements not to compete. the Company and Executive agree that, if any other writing delivered in connection with term, clause, subpart, or provision of this Agreement is for any reason adjudged by a Court of competent jurisdiction to be invalid, unreasonable, unenforceable or void, the transactions contemplated hereby same will be treated as severable, and shall be true modified to the extent necessary to be legally enforceable to the fullest extent permitted by applicable law, and correct in all material respects on and as that such modification will not impair or invalidate any of the date other provisions of the sale this Agreement, all of the Debentureswhich will be performed in accordance with their respective terms. Thus, in furtherance of, and as not in derogation of, the provisions of this Section 5, the date Company and Executive agree that in such event, this Article VI shall be deemed to be modified or reformed to restrict Executive’s conduct to the maximum extent (in terms of time, geography, and business scope) that the conversion and exercise thereof, as if made on and as court shall determine to be enforceable. The provisions of such date and this Section 5 shall survive the execution and delivery termination of this Subscription Agreement and the purchase Executive’s resignation or termination of employment, regardless of the Debenturesreason and whether voluntary or involuntary.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Appears in 1 contract
Sources: Executive Employment Agreement (Farmhouse, Inc. /Nv)
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Pubco Common Stock;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the Pubco Common Stock is “restricted securities” in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfil the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Pubco Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN WITNESS WHEREOF, I have executed this Certificate of U.S. Shareholder. ______________________________________ Signature Date: ________________, 2005 ______________________________________ Print Name ______________________________________ Title (hif applicable) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING______________________________________ Address ______________________________________ SCHEDULE 5
1. Tech Team Investment Limited
2. Tech Team Development Limited
3. Grandplex Development Limited
4. Tech Team Engineering Limited
5. Tech Team (China) Limited
6. Tech Team Development (Zhuhai) Limited
7. Tomi Fuji Energy Management Services Consultants Limited SCHEDULE 6
1. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, INCLUDING THE MERITS AND RISKS INVOLVEDDirector, President, CEO 2. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY▇▇▇▇▇▇▇ ▇▇▇▇, Director SCHEDULE 7
1. FURTHERMORE▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENTDirector, President SCHEDULE 8 Leases, Subleases, Claims, Capital Expenditures and Other Property Interests
1. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSELease Agreement between Tech Team Development Limited and Bapton Company Limited
2. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMLease Agreement between Tech Team Development (Zhuhai) Limited and Hengxin International Optical Industry Ltd. SCHEDULE 9
1. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.Sales Agreement between Tech Team Development Limited and Macau Jockey Club
2. Sales Agreement between Tech Team Development Limited and Dongguan ▇▇▇▇ ▇▇▇ Golf Club Company Limited
3. Sales Agreement between Tech Team Development Limited and K. Wah Concrete Co. Ltd.
4. Assignment Agreement between Tech Team Development Limited and Southern Cross Technologies Limited
5. Assignment Agreement between Grandplex Development Limited and Scnider Limited (1)
6. Assignment Agreement between Grandplex Development Limited and Scnider Limited (2) 7. Distributorship Agreement between Tech Team Development Limited and Hong Kong Productivity Council
Appears in 1 contract
Sources: Share Exchange Agreement (Global Innovative Systems Inc)
Understandings. The undersigned Each of the Purchasers understands, acknowledges and agrees with the Company as follows:
(a) This Subscription may be rejected, in whole or in part, 1. The execution of this Agreement by the Company in its sole and absolute discretion at any time before Purchaser or solicitation of the date set for closing unless investment contemplated hereby shall create no obligation on the part of the Company has given notice of acceptance of or the undersigneds Placement Agent to accept any subscription or complete the Offering. If the Company accepts a subscription for Securities made by signing a Purchaser, it shall countersign this Subscription Agreement.
(b) 2. No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the DebenturesSecurities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved.
(c) 3. The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned Purchaser herein and in the Purchaser Questionnaire.
(f) 4. Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offerings Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
5. The Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser's use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company's securities to the extent such trading is on the basis of material, non-public information of which the Purchaser is aware. Except for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein, the Company confirms that neither the Company nor, to its knowledge, any other person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information.
6. The Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by the Company (gwhich the Company has agreed to undertake in accordance with the provisions of Section F.3. hereof), the Purchaser will not enter into any Short Sales. For purposes of the foregoing sentence, a "Short Sale" by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock, exclusive of the Shares. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) THE DEBENTURES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEshall be deemed to be held long by such Purchaser.
Appears in 1 contract
Sources: Securities Purchase Agreement (Novelos Therapeutics, Inc.)
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Pubco Securities;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the Pubco Securities are "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Securities. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Pubco Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES PUBCO SECURITIES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN WITNESS WHEREOF, I have executed this Certificate. _______________________________ Date: _____________________, 2015 Signature _______________________________ Print Name _______________________________ Title (hif applicable) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME._______________________________ Address _______________________________
Appears in 1 contract
Understandings. The undersigned understands, acknowledges Parties further acknowledge and agrees with the Company agree as follows:
(a) This Subscription may No person or entity acting on behalf, or under the authority, of the Parties is or will be rejectedentitled to any broker’s, finder’s or similar fee or commission in whole connection with this Agreement. The Parties hereby represent and warrant that there has been no act or in part, omission by the Company in its sole and absolute discretion at any time before the date set for closing unless Parties or the Company has given notice of acceptance which would give rise to any valid claim against any of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. federal Parties hereto for a brokerage commission, finder’s fee, or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures.
(c) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered like payment in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentureshereby.
(db) The obligations of GPR to exchange the Units for the Shares, and of Holder to transfer such Shares and Company to issue the Shares are subject to the satisfaction at or prior to the Closing of the following conditions precedent: (i) the Shares of the Company are validly issued and fully-paid; and (ii) neither Holder, the Company, nor the transfer agent will take any action to cancel or encumber the Shares or the stock certificate(s) representing the Shares.
(c) IN MAKING AN INVESTMENT DECISIONA DECISION TO EXCHANGE THE SHARES FOR UNITS, PURCHASERS MUST RELY THE PARTIES ARE RELYING ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE DEBENTURES SHARES NOR THE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR NOR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(ed) The Regulation D Offering Waiver, Amendment, Indemnification. Neither this Agreement nor any provisions hereof shall be modified, amended, discharged or terminated except by an instrument in writing, signed by the party against whom any modification, amendment, discharge or termination is intended sought. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be exempt from registration under the Securities Act by virtue of Section 4(2) or construed as a waiver of the Securities Act same on any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement of by law or otherwise afforded, will be cumulative and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnairenot alternative.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Appears in 1 contract
Sources: Equity Exchange Agreement (Granite Peak Resources, LLC)
Understandings. The undersigned understands, Subscriber understands and acknowledges and agrees with that it is aware of the Company as followsfollowing:
(a) This Subscription subscription may be rejected, in whole or in part, by the Company Company, in its sole and absolute discretion at discretion, for any time before reason without notice, notwithstanding prior receipt by the date set for closing unless the Company has given undersigned of notice of acceptance of the undersigneds undesigned's subscription. If the undersigned's subscription is rejected in whole or in part, the payment made by signing this Subscription Agreementthe undersigned (or, in the case of rejection of a portion of the undersigned's subscription, the part of the payment relating to such rejected portion) will be returned promptly, with interest.
(b) No U.S. federal Except as set forth in paragraph 2(a) above, the undersigned hereby acknowledges and agrees that the subscription hereunder is irrevocable by the undersigned and that, except as required by law, the undersigned is not entitled to cancel, terminate, or state agency revoke this Subscription Agreement or any agency agreements of any the undersigned hereunder and that this Subscription Agreement and such other jurisdiction has made any finding agreements shall survive the death or determination as disability of the undersigned and shall be binding upon and inure to the fairness benefit of the terms parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the undersigned is more than one person, the obligations of the Offering for investment nor any recommendation or endorsement of undersigned hereunder shall be joint and several and the Debenturesagreements upon each such person and his/her heirs, executors, administrators, successors, legal representatives, and permitted assigns.
(c) The representationsNEITHER THE UNITS, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the DebenturesNOR THE SHARES OF COMMON STOCK, and as of the date of the conversion and exercise thereofTHE WARRANTS OR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the DebenturesHAVE BEEN REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED IN RELIANCE ON EXEMPTIONS FROM THE ACT AND SUCH STATE LAWS AND THE LAWS OF OTHER APPLICABLE JURISDICTION. THE UNITS MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND/OR SUCH STATE LAWS PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM. THE MEMORANDUM CONSTITUTES AN OFFER ONLY TO THE PERSON NAMED ABOVE, AND ONLY IF THAT PERSON MEETS THE SUITABILITY STANDARDS SET FORTH IN THE MEMORANDUM.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated under the Act ("Regulation D") and Rule 506 thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnairehereunder.
(fe) It is understood that in order not to jeopardize the Offerings Offering's exempt status under Section 4(2) of the Securities Act Act, Regulation D and Regulation DRule 506, any transferee maythe undersigned will, at a minimum, be required to fulfill the investor suitability requirements thereunderhereunder.
(f) No governmental agency has passed upon the Units or made any finding or determination as to the wisdom or fairness of any investments therein nor has any such agency made any recommendation or endorsement of the Units.
(g) THE DEBENTURES MAY NOT BE TRANSFERREDThe Units involve a risk of loss by the Subscriber of its entire investment, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSincluding the risks summarized in the Memorandum, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMand it must bear such economic risk for an indefinite period of time. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. An investment in the Units is suitable only for persons who have substantial financial resources and have no need for liquidity in this investment.
(h) NASAA UNIFORM LEGEND THE TAX CONSEQUENCES TO THE SUBSCRIBER OF THE INVESTMENT IN THE COMPANY WILL DEPEND ON THE SUBSCRIBER'S PARTICULAR CIRCUMSTANCES. IN MAKING AN INVESTMENT DECISION DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES COMPANY AND THE TERMS OF THE THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE PROSPECTIVE INVESTORS SHOULD NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORECONSTRUE THE CONTENTS OF THIS MEMORANDUM, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED OTHER DOCUMENTS DELIVERED HEREWITH OR ANY OTHER COMMUNICATION FROM THE ACCURACY COMPANY OR DETERMINED ANY PLACEMENT AGENT AS INVESTMENT OR LEGAL ADVICE. THE ADEQUACY MEMORANDUM, THE OTHER DOCUMENTS DELIVERED HEREWITH AND ANY SUCH OTHER MATERIALS, AS WELL AS THE NATURE OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER AN INVESTMENT IN THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWSOFFERED, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEREVIEWED BY EACH PROSPECTIVE INVESTOR AND SUCH INVESTOR'S INVESTMENT, TAX, LEGAL, ACCOUNTING AND OTHER ADVISORS.
Appears in 1 contract
Understandings. The undersigned Purchaser understands, acknowledges and agrees with the Company as follows:
(a) This Subscription may be rejectedExcept as set forth in paragraph 1 above, in whole or in part, the Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Company in its sole and absolute discretion at undersigned, that, except as required by law, the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any time before the date set for closing unless the Company has given notice of acceptance agreements of the undersigneds subscription by signing undersigned hereunder and that this Subscription AgreementAgreement and such other agreements shall survive the death or disability of the undersigned and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. If the undersigned is more than one person, the obligations of the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his/her heirs, executors, administrators, successors, legal representatives and permitted assigns.
(b) No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the DebenturesCommon Shares or the Reset Shares, if any.
(c) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the DebenturesCommon Shares and the Reset Shares, and as of the date of the conversion and exercise thereofif any, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the DebenturesCommon Shares.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY COMMON SHARES AND THE TERMS OF THE OFFERINGRESET SHARES, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMOREIF ANY, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Appears in 1 contract
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Norpac Common Stock;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the Norpac Common Stock is "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Norpac Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Norpac Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES NORPAC COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN WITNESS WHEREOF, I have executed this Certificate of U.S. Shareholder. Signature Date Print Name Title (hif Applicable) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.Address
Appears in 1 contract
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Pubco Securities;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the Pubco Securities are “restricted securities” in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Securities. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Pubco Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES PUBCO SECURITIES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN WITNESS WHEREOF, I have executed this Certificate. Date: , 2023 Signature Print Name Title (hif applicable) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEAddress A▇▇▇▇▇ ▇▇▇▇▇▇▇ R▇▇▇▇ ▇▇▇▇▇ A▇▇▇▇▇ ▇▇▇▇▇▇▇ Type Title Party 1 Party 2 Certificate Nevada State Athletic Commission certificate of License Final Fight Championships Inc. Nevada State Athletic Commission Licence to promote live shows in the state of Nevada Contract (23 May 2023) Transfer of rights to Fighting Leagues LV Inc. Final Fight Championships Inc. Fighting Leagues LV Inc. Transfer of Rights from Party 1 to Party 2.
Appears in 1 contract
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Pubco Common Stock;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the Pubco Common Stock are “restricted securities” in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Pubco Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN WITNESS WHEREOF, I have executed this Certificate. _______________________________ Date: _____________________, 20__ Signature _______________________________ Print Name _______________________________ Title (hif applicable) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING_______________________________ Address _______________________________ T▇▇▇▇ ▇▇▇▇▇ R▇▇▇▇▇ ▇▇▇▇▇ T▇▇▇▇ ▇▇▇▇▇ – CEO N▇▇▇ ▇▇▇▇▇▇ – CFO D▇▇▇▇ ▇▇▇▇▇ – General Manager R▇▇▇▇▇ ▇▇▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇▇ Bharat R▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ – President, INCLUDING THE MERITS AND RISKS INVOLVEDCEO R▇▇▇▇▇▇ Bharat – CFO, Secretary
1. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITYUnity Investments c/o B▇▇▇ ▇▇▇▇▇▇ 9▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The Company leases a 3,000 square foot office in the Draper Utah that serves as its principal executive offices. FURTHERMOREThe lease expires on December 31, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT2014. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSEPursuant to the lease, the monthly rent for the fiscal years ended July 31, 2013 and 2012 totaled $46,140 and $41,465, respectively.
6. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.SCHEDULE 6 PRIVECO INTELLECTUAL PROPERTY
Appears in 1 contract
Understandings. The undersigned understands, acknowledges acknowledges, and agrees with the Company as follows:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b1) No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Materials or as to the fairness of the terms of the this Offering for investment investment; nor has any recommendation or endorsement of the DebenturesCommon Stock been made by such regulatory agency.
(c2) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder which is in part dependent upon the truth, completeness, and accuracy of the statements made by the undersigned herein.
(3) It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D any transferee will at a minimum, be required to fulfill the investor suitability requirements thereunder.
(4) The undersigned acknowledges that the information contained in the Disclosure Materials is confidential and non-public and agrees that all such information shall be kept in confidence by the undersigned and neither used by the undersigned for the undersigned's personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible publication (except as a result of a breach of this provision), or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any Subscription Agreement entered into with the Company).
(5) The representations, warranties warranties, and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Closing as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the DebenturesCommon Stock.
(d6) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers, or controlling persons of the Company, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable to such extent.
(7) IN MAKING AN INVESTMENT DECISION, DECISION PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM THE DISCLOSURE MATERIALS OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) 8) THE DEBENTURES COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD RESOLD, OR OTHERWISE DISPOSED OF OF, EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. .
(h9) NASAA UNIFORM LEGEND Securities Legends: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED UNDER REGULATIONS UNDER THE SECURITIES ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. PROSPECTIVE INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE NOT U.S. PERSONS AND ARE NOT ACQUIRING THE SECURITIES FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON.
Appears in 1 contract
Sources: Subscription Agreement (Maneesh Pharmaceuticals Pvt. Ltd.)
Understandings. The undersigned understands, acknowledges Parties further acknowledge and agrees with the Company agree as follows:
(a) This Subscription may be rejectedThe obligations of Purchaser to purchase and pay for the Shares, in whole and of the Seller to transfer such shares and Company to issue the Shares are subject to the satisfaction at or in part, by prior to the Closing of the sale of each Share of the following conditions precedent: (i) the Shares of the Company in its sole are validly issued and absolute discretion at fully- paid; and (ii) neither Seller, the Company, nor the transfer agent will take any time before action to cancel or encumber the date set for closing unless Shares or the Company has given notice of acceptance of stock certificate(s) representing the undersigneds subscription by signing this Subscription AgreementShares other than as required pursuant to applicable Federal and state securities laws and regulations. Seller hereby indemnifies and holds harmless Purchaser and any brokerage and/or clearing firm and attorney working with Purchaser against any claims with respect to the Shares and any reliance on the preceding sentence.
(b) No U.S. federal or state agency or any agency Each party hereto, hereby acknowledges and agrees that Brinen & Associates, LLC (“Brinen”) and P&G Holdings LLC are each an intended third party beneficiary and may rely upon the representations, warranties and covenants of Seller as set forth herein and in any other jurisdiction has made any finding or determination as to documents executed in connection with the fairness sale of the terms of the Offering for investment nor any recommendation or endorsement of the DebenturesShares.
(c) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISIONA DECISION TO BUY AND SELL THE SHARES, PURCHASERS MUST RELY PURCHASER AND SELLER ARE RELYING ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(ed) The Regulation D Offering Waiver, Amendment, Indemnification. Neither this Agreement nor any provisions hereof shall be modified, amended, discharged or terminated except by an instrument in writing, signed by the party against whom any modification, amendment, discharge or termination is intended sought. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be exempt from registration under the Securities Act by virtue of Section 4(2) or construed as a waiver of the Securities Act same on any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnairenot alternative.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Appears in 1 contract
Understandings. The undersigned Each of the Purchasers understands, acknowledges and agrees with the Company as follows:
(a1) This Subscription The Company may be rejected, in whole terminate this Offering or in part, by the Company reject any subscription at any time in its sole and absolute discretion at any time before discretion. The execution of this Agreement by the date set for closing unless Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company has given notice of acceptance of to accept any subscription or complete the undersigneds subscription by signing this Subscription AgreementOffering.
(b2) The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser, and that, except as required by law, the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Purchaser hereunder and that if the Purchaser is an individual this Agreement shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns.
(3) No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the DebenturesSecurities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved.
(c4) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned Purchaser herein and in the Purchaser Questionnaire.
(f5) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offerings Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g6) THE DEBENTURES MAY NOT BE TRANSFERREDThe Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering (including the existence and terms of this Agreement) shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company.
(7) The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSnon-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMnon-public information of which the Purchaser is aware. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. Except for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein, the Company confirms that neither the Company nor, to its knowledge, any other person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information.
(h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING8) The Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by the Company (which will occur as soon as practicable following the Company’s acceptance of the subscriptions for Securities in connection with this Agreement), INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEthe Purchaser will not enter into any Short Sales.
Appears in 1 contract
Understandings. The undersigned Holder understands, acknowledges and agrees with the Company as follows:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) a. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the DebenturesSecurities or the Company.
(c) b. The representations, warranties and agreements of the undersigned Holder and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Securities as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the DebenturesSecurities.
(d) IN MAKING AN INVESTMENT DECISIONc. In making an investment decision, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERINGthe Holder is relying on its own examination of the Company and the terms of the Offering, INCLUDING THE MERITS AND RISKS INVOLVEDincluding the merits and risks involved. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITYThe Common Stock shares have not been recommended by any federal or state securities commission or regulatory authority. FURTHERMOREFurthermore, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENTthe foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSEAny representation to the contrary is a criminal offense.
(e) d. The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(24(a)(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) e. It is understood that in order not to jeopardize the Offerings Offering’s exempt status under Section 4(24(a)(2) of the Securities Act and Regulation D, any transferee the Holder may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) f. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.
g. THE DEBENTURES MAY NOT COMPANY’S SECURITIES, INCLUDING ITS COMMON STOCK, ARE ILLIQUID THERE IS CURRENTLY NO MARKET FOR THE COMPANY’S COMMON STOCK AND THERE CAN BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMNO ASSURANCE THAT A MARKET WILL EVER DEVELOP. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF IN THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMECOMPANY INVOLVES SUBSTANTIAL RISK.
Appears in 1 contract
Understandings. The undersigned Each Purchaser understands, acknowledges and agrees with the Company as follows:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b1) No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor or any recommendation or endorsement of the DebenturesSecurities. Any representation to the contrary is a criminal offense. In making an investment decision, such Purchaser must rely on its own examination of the Company and the terms of the Offering, including the merits and risks involved.
(c2) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned such Purchaser herein and in the Purchaser Questionnaire.
(f3) Notwithstanding the registration obligations provided herein, there can be no assurance that such Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offerings Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g4) THE DEBENTURES MAY NOT BE TRANSFERREDSuch Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by such Purchaser until the public announcement of the Offering by the Company. Such Purchaser acknowledges that the foregoing restrictions on such Purchaser’s use and disclosure of any such confidential, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSnon-public information contained in the above-described documents restricts such Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMnon-public information of which such Purchaser is aware. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEExcept for the terms of the Offering Documents and the fact that the Company is considering consummating the transactions contemplated therein, the Company confirms that neither the Company nor, to its knowledge, any other person acting on its behalf, has provided any of such Purchaser or its agents or counsel with any information that constitutes material, non-public information.
(5) Such Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by the Company (which the Company has agreed to undertake in accordance with the provisions of Section G(3) hereof), such Purchaser will not enter into any Short Sales. For purposes of the foregoing sentence, a “Short Sale” by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (hassuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEshall be deemed to be held long by such Purchaser.
Appears in 1 contract
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Pubco Common Stock;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the Pubco Common Stock are "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Pubco Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN WITNESS WHEREOF, I have executed this Certificate. _______________________________ Date: __________, 20__ Signature _______________________________ Print Name _______________________________ Title (hif applicable) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING_______________________________ Address _______________________________ Directors: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Officers: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ – President, INCLUDING THE MERITS AND RISKS INVOLVEDChief Executive Officer ▇▇▇▇▇▇▇ ▇▇▇▇ – Chief Technical Officer ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ – Vice President of Administration and Corporate Affairs ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ – Vice President of Business Development ▇▇▇▇▇▇▇ ▇▇▇▇▇ – Vice President of Marketing ▇▇▇ ▇▇▇ ▇▇▇▇▇ – Chief Financial Officer ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ – President, CEO, CFO and Director Trademarks:
1. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITYEclipseIR TM
2. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENTMatchpointIR TM
3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSEFacePointIR TM
4. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMSearchPointIR TM
5. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.ResolverIR TM
6. MobileSnapshotIR TM
7. SnapServerIR TM
Appears in 1 contract
Sources: Share Exchange Agreement (ECLIPSE IDENTITY RECOGNITION Corp)
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Relay Mines Common Stock;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the Relay Mines Common Stock is "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Relay Mines Common Stock. It is understood that in order not to jeopardize this offering's exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Relay Mines Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES RELAY MINES COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN WITNESS WHEREOF, I have executed this Certificate of U.S. Shareholder. Signature Date Print Name Title (hif Applicable) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION Address The aggregate number of shares which TSI Medical Corp. shall have authority to issue shall consist of 100,000,000 shares of common stock, par value $0.001. There are 9,492,667 shares of common stock are issued and outstanding. There are 1,450,000 outstanding options to purchase shares of common stock at an exercise price of $0.50 per share expiring May 31, 2009 and 54,367 outstanding warrants to purchase shares of common stock at a price of $0.75 per share expiring October 1, 2006. The Company has entered into a Technology Acquisition and Funding Agreement dated March 22, 2004 (the "TFA Agreement') with Exelar Corporation ("Exelar') and Exelar Medical Corporation ("EMC') with respect to the funding of EMC. Under the terms of the TFA Agreement following completion of certain funding by TSI Medical, Exelar will have the right to transfer its interest in EMC to TSI Medical in exchange for shares of TSI Medical's common stock representing 49% of the outstanding shares of TSI Medical. TSI Medical is obligated to issue 300,000 shares of its common stock to Imaging Technology Ventures, Inc. of Hillsborough, California by way of finder's fee in connection with its agreement with Exelar. Other than the above, there are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements or commitments obligating TSI Medical Corp. to issue additional shares of common stock or preferred stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from TSI Medical Corp. any shares of common stock or preferred stock. There are no agreements purporting to restrict the transfer of any shares of TSI Medical Corp., no voting agreement, voting trusts, or other arrangements restricting or affecting the voting of the shares of TSI Medical Corp. TSI Medical has a wholly-owned subsidiary incorporated in the Province of British Columbia, Canada called 689158 B.C. Ltd. TSI Medical's subsidiary, 689158 B.C. Ltd., received a default notice from The ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Corporation ("CFW') dated July 14, 2004 in connection with a loan agreement dated as of March 8, 2004 between 689158 B.C. Ltd. and CFW. CFW demands payment of the total indebtedness outstanding as at July 2, 2004, being $602,121.24, plus interest accrued from July 2, 2004. The loan is guaranteed by TSI Medical. Management of TSI Medical have been in discussions with the principal of CFW, who has indicated to management of TSI Medical that he will be willing to extend the payment terms for the loan. A formal extension has not yet been concluded. TSI Medical's guarantee of the loan is secured by its 826,240 common shares of Techniscan, Inc. Cash $ 6,077 $ 32 Accounts payable $ 88,875 $ 14,705 Loans and advances payable (Notes 4 and 6) 120,000 49,100 Loan-▇.▇.▇▇▇▇▇ (Note 4) 500,000 Other Advances Authorized: 100,000,000 common shares, par value $0.001 per share Issued and outstanding: 8,512,500 common shares at January 31, 2003 and 9,492,667 common shares at January 31, 2004 9,492 8,513 Additional paid-in capital 810,824 282,737 STATEMENT OF THE PERSON OR ENTITY CREATING THE SECURITIES OPERATIONS AND THE TERMS OF THE OFFERINGDEFICIT (Unaudited) (Stated in U.S. Dollars) YEAR ENDED JANUARY 31 2004 YEAR ENDED JANUARY 31 2003 Consulting $ 134,550 $ 44,500 $ 188,050 Management fees 90,000 60,000 150,000 Office administration Fees 1,500 1,500 Office and sundry 14,669 10,839 25,508 Interest 15,759 15,759 Professional fees 87,587 33,674 126,834 Public relations 35,992 35,992 Rent 750 750 Travel and promotion 133,128 66,187 199,315 Transfer Agent Fees Loss Before The Following 516,570 217,450 748,593 Write Off Of Advances To Joint Venture (Note 1(b)) 123,000 123,000 Net Loss For The Period 340,450 Deficit Accumulated During The Development Stage, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMOREBeginning Of Period 355,023 14,573 Deficit Accumulated During The Development Stage, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWSEnd Of Period $ 871,593 $ 355,023 Weighted Average Number Of Common Shares Outstanding 8,990,024 8,422,721 Balance, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.January 31, 2001 - $ - $ - $ - $ - January 11, 2002 - Shares issued for cash at $0.001 5,000,000 5,000 - - 5,000 January 29, 2002 - Shares issued for cash at $0.01 3,000,000 3,000 27,000 - 30,000 Net loss for the year - Balance, January 31, 2002 8,000,000 8,000 27,000 (14,573) 20,427 March 15, 2002 - Shares issued for cash at $0.50 250,000 250 124,750 - 125,000 April 30, 2002 - Shares issued for cash at $0.50 140,000 140 69,860 - 70,000 May 31, 2002 - Shares issued for cash at $0.50 60,500 61 30,189 - 30,250 June 25, 2002 - Shares issued for cash at $0.50 62,000 62 30,938 - 31,000 Net loss for the year - Balance, January 31, 2003 8,512,500 8,513 282,737 (355,023) (63,773) June 23, 2003 - Shares issued for cash at $0.50 432,500 432 215,818 - 216,250 September 30, 2003 Shares issued for cash at $0.75 547,667 547 312,269 312,816 Net loss for the period - Balance, January 31, 2004 9,492,667
Appears in 1 contract
Sources: Merger Agreement (Relay Mines LTD)
Understandings. The undersigned understands, acknowledges acknowledges, and agrees with the Company and the Placement Agent as follows:
(a1) This Subscription may be rejected, in whole or in part, by the Company and the Placement Agent, in its sole and absolute discretion discretion, at any time before the date set for closing unless relevant Closing, notwithstanding prior receipt by the Company has given undersigned of notice of acceptance of the undersigneds subscription by signing this Subscription Agreementundersigned's Subscription.
(b2) Except as set forth in paragraph D(1) above, the undersigned hereby acknowledges and agrees that the subscription hereunder is irrevocable by the undersigned, that, except as may be provided under applicable laws, the undersigned is not entitled to cancel, terminate, or revoke this Subscription Agreement or any agreements of the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the undersigned and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the undersigned is more than one person, the obligations of the undersigned hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein contained shall be deemed to be made by, and be binding upon, each such person and his/her heirs, executors, administrators, successors, legal representatives, and permitted assigns.
(3) No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Materials or as to the fairness of the terms of the this Offering for investment nor any recommendation or endorsement of the DebenturesUnits.
(c4) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness completeness, and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f5) It is understood that in order not to jeopardize the Offerings Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee maywill, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g6) The Placement Agent will receive compensation in connection with the Offering, but is not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company with the agreements entered into in connection with the Offering, and will not supervise or participate in the operation or management of the Company.
(7) The undersigned acknowledges that the information contained in the Disclosure Materials is confidential and non-public and agrees that all such information shall be kept in confidence by the undersigned and neither used by the undersigned for the undersigned's personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision), or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any Subscription Agreement entered into with the Company and/or the Placement Agent).
(8) The representations, warranties, and agreements of the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date of the Closing as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Units.
(9) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers, or controlling persons of the Company, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable to such extent.
(10) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE DISCLOSURE MATERIALS OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(11) THE DEBENTURES UNITS MAY NOT BE TRANSFERRED, RESOLD RESOLD, OR OTHERWISE DISPOSED OF OF, EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Appears in 1 contract
Sources: Subscription Agreement (Clean Water Technologies Inc)
Understandings. The undersigned Subscriber understands, acknowledges and agrees with the Company and the Placement Agent as follows:
(a) This Subscription may be rejected, in whole or in part, by 5.1 Subscriber has received the Company in its sole Prospectus and absolute discretion at any time before the date set for closing unless the Company has given Prospectus Supplement. Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company and Placement Agent pursuant to Section 1.5, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the undersigneds subscription parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by signing this Subscription Agreementand be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns.
(b) 5.2 No U.S. federal or state agency or any agency of any other jurisdiction has made any finding findings or determination as to the fairness of the terms of the this Offering for investment nor or any recommendation recommendations or endorsement of the DebenturesShares.
(c) 5.3 The Placement Agent will receive compensation from the Company in connection with the Offering but is not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company with the agreements entered into in connection with the Offering, and the Placement Agent will not supervise or participate in the operation or management of the Company.
5.4 Except as identified to the Placement Agent by the Company in writing, no person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker’s, finder’s or similar fee or commission in connection with this Subscription.
5.5 The representations, warranties and agreements of the undersigned Subscriber and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby Offering shall be true and correct in all material respects on and as of the date Closing Date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, such Subscription as if made on and as of such the date the Company executes this Agreement and shall survive the execution and delivery of this Subscription Agreement and the purchase of the DebenturesShares.
(d) 5.6 IN MAKING AN INVESTMENT DECISION, PURCHASERS SUBSCRIBER MUST RELY ON THEIR ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
5.7 Subscriber hereby acknowledges and agrees that Placement Agent has been retained by the Company to act as the Company’s placement agent in the Offering, and that for its services, Placement Agent will receive a placement agent fee equal to six percent (e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(26%) of the Securities Act gross proceeds from the sale of Shares sold to Placement Agent contacts, and the provisions reimbursement of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnairecertain expenses.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Appears in 1 contract
Sources: Subscription Agreement (Genvec Inc)
Understandings. The undersigned Purchaser understands, acknowledges and agrees with the Company as follows:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b1) No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the DebenturesSecurities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchaser must rely on its own examination of the Company and the terms of the Offering, including the merits and risks involved.
(c2) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned Purchaser herein and in the Purchaser Questionnaire.
(f3) There can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offerings Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g4) THE DEBENTURES MAY NOT BE TRANSFERREDThe Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering and the Company’s proposed Going-Private Transaction by the Company, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSprovided, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMhowever, that nothing contained in the Agreement shall act to prohibit the Purchaser from complying with its own reporting obligations under the Exchange Act with respect to its ownership of Company securities. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEThe Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public information of which the Purchaser is aware. Except for the terms of the Offering Documents and the fact that the Company is considering consummating the transactions contemplated therein, the Company confirms that neither the Company nor, to its knowledge, any other person acting on its behalf, has provided the Purchaser or its agents or counsel with any information that constitutes material, non-public information in connection with this Offering.
(h5) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERINGThe Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by the Company (which the Company has agreed to undertake in accordance with the provisions of Section D(2) hereof), INCLUDING THE MERITS AND RISKS INVOLVEDthe Purchaser will not enter into any Short Sales. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITYFor purposes of the foregoing sentence, a “Short Sale” by Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when the Purchaser has no equivalent offsetting long position in the Common Stock, exclusive of the Shares. FURTHERMOREFor purposes of determining whether the Purchaser has an equivalent offsetting long position in the Common Stock, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWSall Common Stock that would be issuable upon exercise in full of all options then held by the Purchaser (assuming that such options were then fully exercisable, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEnotwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by the Purchaser.
Appears in 1 contract
Understandings. The undersigned Each of the Purchasers understands, acknowledges and agrees with the Company as follows:
(a1) This Subscription may be rejected, in whole or in part, The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company in to accept any subscription or complete the Offering. If the Company accepts a subscription for Securities made by a Purchaser, it shall countersign this Agreement. If this Agreement is not countersigned by the later of (i) five (5) business days following the Company’s receipt thereof, and (ii) one (1) business day after entry of the Confirmation Order by the Bankruptcy Court approving the Plan of Reorganization, the Purchaser shall have the option to withdraw its sole investment by delivering written notice thereof to the Company. This Agreement, however, shall remain valid unless and absolute discretion at any time before the date set for closing unless until the Company has given received such written notice of acceptance withdrawal. Each Purchaser hereby acknowledges and agrees that the subscription hereunder, once accepted by the Company, is irrevocable by such Purchaser, and that, except as required by law, such Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of such Purchaser hereunder, except that the undersigneds subscription by signing obligations under this Subscription AgreementAgreement shall not survive the death or disability of such Purchaser.
(b2) No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the DebenturesSecurities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved.
(c3) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned Purchaser herein and in the Purchaser Questionnaire.
(f4) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offerings Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g5) THE DEBENTURES MAY NOT BE TRANSFERREDThe Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSnon-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMnon-public information of which the Purchaser is aware. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. Except for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein (hwhich information the Company has agreed to disclose in accordance with Section F.(3) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERINGhereof), INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMOREthe Company confirms that neither the Company nor, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWSto its knowledge, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEany other person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information as of the Closing Date.
Appears in 1 contract
Understandings. The undersigned Each of the Purchasers understands, acknowledges and agrees with the Company as follows:
(a1) This Subscription may be rejected, in whole or in part, That the subscription hereunder is irrevocable by the Purchaser, and that, except as required by law, the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Purchaser hereunder. The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company or the Placement Agent to accept any subscription or complete the Offering. The Company may in its sole and absolute discretion terminate this Offering or reject any subscription at any time before prior to the date set for closing unless sale of the Securities to any Purchaser. If the Company has given notice accepts a subscription for Securities made by a Purchaser, it shall countersign this Agreement within one business day of acceptance of the undersigneds subscription its submission by signing this Subscription AgreementPurchaser.
(b2) No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the DebenturesSecurities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved.
(c3) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned Purchaser herein and in the Purchaser Questionnaire.
(f4) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offerings Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g5) THE DEBENTURES MAY NOT BE TRANSFERREDThe Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSnon-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROMnon-public information of which the Purchaser is aware. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEExcept for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein, the Company confirms that neither the Company nor, to its knowledge, any other person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information.
(6) The Purchaser agrees that, prior to the earliest to occur of (i) the termination of this Agreement, (ii) the effective date of the Registration Statement or (iii) forty five (45) days after the date of the last signature to this Agreement, such Purchaser shall not, and shall cause its affiliates not to, engage, directly or indirectly, in (a) a Prohibited Transaction nor (b) any sale, assignment, pledge, hypothecation, put, call, or other transfer of any of the shares of Common Stock, warrants or other securities of the issuer acquired hereunder. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERINGNotwithstanding the foregoing, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMOREin the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEthe covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio managers that have knowledge about the financing transaction contemplated by this Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Genelabs Technologies Inc /Ca)
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Pubco Common Stock;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the Pubco Common Stock are “restricted securities” in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Pubco Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN WITNESS WHEREOF, I have executed this Certificate. _______________________________ Date: _____________________, 20__ Signature _______________________________ Print Name _______________________________ Title (hif applicable) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES _______________________________ Address _______________________________ CORP., FALCONRIDGE OIL LTD. AND THE TERMS OF THE OFFERINGSELLING SHAREHOLDERS AS SET OUT IN THE
1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
2. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ – Managing Director
2. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ – President
1. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
1. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ – President, INCLUDING THE MERITS AND RISKS INVOLVEDSecretary, Treasurer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer
3. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY4. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME5.
Appears in 1 contract
Sources: Share Exchange Agreement (Falconridge Oil Technologies Corp.)
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Centrus Common Stock;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the shares of Centrus Common Stock to be issued to the undersigned pursuant to the Amended and Restated Agreement and Plan of Merger will be "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Centrus Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Centrus Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES CENTRUS COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION SCHEDULE 3.3 TO THE CONTRARY IS A CRIMINAL OFFENSEAGREEMENT AND PLAN OF MERGER AMONG CENTRUS VENTURES INC., ROYAL MINES INC., ROYAL MINES ACQUISITION CORP. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE ▇▇▇▇▇ ▇. ▇▇▇
1. Under the terms of option agreements dated January 10, 2007, Royal Mines is obligated to issue a total of 630,000 common shares to twelve individuals on January 10, 2012 as to 420,000 shares and on January 2017 as to 210,000 shares.
2. Subject to conclusion of a formal agreement, Royal Mines will be required to issue 2,000,000 common shares in connection with the proposed acquisition described in Schedule 3.4. Royal Mines has reached a verbal agreement in principle with Iron King Reclamation LLC (“IKR”) and its principal, ▇▇▇ ▇▇▇▇, for the processing of tailings on the Iron King Property located in ▇▇▇▇▇-Humboldt, Arizona. Under the terms of the proposed agreement with IKR, the parties agreed to form a limited liability company for the purposes of processing the tailings. Royal Mines has caused Royal Reclamation And Mining LLC (“RRM”) to be formed for that purpose. IKR will contribute to RRM its rights to process the tailings located on the Iron King Property and its right to use buildings and other facilities on the Property and will expend up to $250,000 to upgrade those facilities. Royal Mines will grant a limited license to RRMI for the use of its regenerative thiourea stabilization technology to process the tailings for recovery of metals, including gold and silver. In addition, Royal Mines will issue 2,000,000 shares of its common stock to IKR or its nominee. RRMI will be owned 51% by Royal Mines and 49% by IKR and will be managed by Royal Mines. The above is subject to conclusion of formal agreements currently being prepared by legal counsel. There is no assurance that formal agreements will be concluded or that the terms will not change from those described above. Current assets Cash and cash equivalents $ 338,646 Loans receivable - related party (Note 2) 4,500 Prepaid expense 16,500 Total current assets 359,646 Property and equipment, net (Note 3) 291,667 Mineral properties (Note 4) 15,500 Intellectual property (Note 5) 200,000 Other assets 1,551 Total non-current assets 508,718 Total assets $ 868,364 Current liabilities Accounts payable $ 40,711 Accounts payable - related party (Note 6) 20,000 NVRM payable (Note 7) 277,683 Loans payable - related party (Note 8) 100,806 Share subscriptions received (Note 9) 505,114 Current portion of long-term debt (Note 10) 5,509 Total current liabilities 949,823 Long-term debt (Note 10) 4,808 Total liabilities 954,631 Commitments and contingencies (Note 11) Stockholders' deficit (Note 12) Common stock, $0.001 par value; 100,000,000 shares authorized, 26,401,000 shares issued and outstanding 26,401 Preferred stock, $0.001 par value; 100,000,000 shares authorized, zero shares issued and outstanding - Additional paid-in capital 579,600 Accumulated deficit during development stage (692,268 ) Total stockholders' deficit (86,267 ) Total liabilities and stockholders' deficit $ 868,364 Revenue $ - $ - $ - Operating expenses Mineral exploration and evaluation expenses 438,371 121,558 559,929 General and administrative 164,765 52,760 217,525 Depreciation and amortization (Note 3) 8,333 - 8,333 Total operating expenses 611,469 174,318 785,787 Loss from operations (611,469 ) (174,318 ) (785,787 ) Other income (expense): Other income 94,115 - 94,115 Interest expense, net (414 ) (182 ) (596 ) Total other income (expense) 93,701 (182 ) 93,519 Net loss $ (517,768 ) $ (174,500 ) $ (692,268 ) Loss per common share - basic and diluted: Net loss $ (0.06 ) $ (1,125.81 ) Weighted average common shares outstanding - Basic and diluted 8,586,852 155 Balance, July 13, 2005 - $ - $ - $ - $ - Issuance of common stock for cash, $0.001 per share 1,000 1 - - 1 Net loss - - - (174,500 ) (174,500 ) Balance, April 30, 2006 1,000 1 - (174,500 ) (174,499 ) Issuance of common stock for cash, $0.001 per share 12,500,000 12,500 - - 12,500 Issuance of common stock for cash, $0.01 per share 7,800,000 7,800 70,200 - 78,000 Issuance of common stock for mineral property options $0.01 per share 1,050,000 1,050 9,450 - 10,500 Issuance of common stock for cash, $0.10 per share 1,250,000 1,250 123,750 - 125,000 Issuance of common stock for cash, Reg. S - Private Placement, $0.10 per share 1,800,000 1,800 178,200 - 180,000 Issuance of common stock in acquisition of intellectual property and equipment $0.10 per share 2,000,000 2,000 198,000 - 200,000 Net loss - - - (517,768 ) (517,768 ) Balance, April 30, 2007 26,401,000 $ 26,401 $ 579,600 $ (692,268 ) $ (86,267 ) CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (517,768 ) $ (174,500 ) $ (692,268 ) Adjustments to reconcile loss from operating to net cash used in operating activities: Depreciation and amortization 8,333 - 8,333 Changes in operating assets and liabilities: Prepaid expenses (16,500 ) - (16,500 ) Loans receivable - related party (4,105 ) (395 ) (4,500 ) Accounts payable 40,711 - 40,711 Accounts payable - related party 20,000 - 20,000 Net cash used in operating activities (469,329 ) (174,895 ) (644,224 ) CASH FLOW FROM INVESTING ACTIVITIES Cash paid on mineral property claims (5,000 ) - (5,000 ) Cash paid for other assets - (1,551 ) (1,551 ) Net cash used in investing activities (5,000 ) (1,551 ) (6,551 ) CASH FLOW FROM FINANCING ACTIVITIES Proceeds from stock issuance 383,499 1 383,500 Proceeds form subscriptions received 505,114 - 505,114 Proceeds from borrowings from related party 8,951 197,101 206,052 Payments on borrowings from related party (105,246 ) (105,246 ) Net cash provided by financing activities 792,318 197,102 989,420 NET CHANGE IN CASH 317,989 20,656 338,645 CASH AT BEGINNING OF YEAR 20,656 - - CASH AT END OF PERIOD $ 338,645 $ 20,656 $ 338,645 SUPPLEMENTAL INFORMATION Interest Paid $ 414 $ 182 $ 596 Income Taxes Paid $ - $ - $ - SUPPLEMENTARY DISCLOSURE FOR NON-CASH INVESTING AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.FINANCING ACTIVITIES Acquisition of intellectual property for stock $ 200,000 $ - $ 200,000 Acquisition of mineral property for stock $ 10,500 $ - $ 10,500 Acquisition of equipment for debt $ 300,000 $ - $ 300,000 Long-term debt assumed in acquisition $ 10,317 $ - $ 10,317
Appears in 1 contract
Understandings. The undersigned Each of the Purchasers understands, acknowledges and agrees with the Company as follows:
(a) This Subscription may be rejected, in whole or in part, 1. The execution of this Agreement by the Company in its sole and absolute discretion at any time before Purchaser or solicitation of the date set for closing unless investment contemplated hereby shall create no obligation on the part of the Company has given notice of acceptance of to accept any subscription or complete the undersigneds Offering. If the Company accepts a subscription for Securities made by signing a Purchaser, it shall countersign this Subscription Agreement.
(b) 2. No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the DebenturesSecurities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchaser must rely on its own examination of the Company and the terms of the Offering, including the merits and risks involved.
(c) 3. The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein Purchaser herein. The Purchaser acknowledges that the Company has relied on the representations made by the Purchaser in Section B and the information provided in the QuestionnairePurchaser Questionnaire for purposes of determining that the Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.
(f) 4. There can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offerings Offering’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
5. The Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public information of which the Purchaser is aware. Except for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein, the Company confirms that neither the Company nor, to its knowledge, any other person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information.
6. The Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by the Company (gwhich the Company has agreed to undertake in accordance with the provisions of Section F.2. hereof), the Purchaser will not enter into any Short Sales. For purposes of the foregoing sentence, a “Short Sale” by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock, exclusive of the Shares. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) THE DEBENTURES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEshall be deemed to be held long by such Purchaser.
Appears in 1 contract
Sources: Securities Purchase Agreement (Novelos Therapeutics, Inc.)
Understandings. The undersigned understands, acknowledges and agrees with the Company as follows:
(a1) This Subscription may be rejectedExcept as set forth in paragraphs C(12) and C(15) below, in whole or in part, the undersigned hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Company in its sole and absolute discretion at undersigned, that, except as required by law, the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any time before the date set for closing unless the Company has given notice of acceptance agreements of the undersigneds subscription by signing undersigned hereunder and that this Subscription AgreementAgreement and such other agreements shall survive the death or disability of the undersigned and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. If the undersigned is more than one person, the obligations of the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his/her heirs, executors, administrators, successors, legal representatives and permitted assigns.
(b2) No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Memorandum or as to the fairness of the terms of the this Offering for investment nor any recommendation or endorsement of the DebenturesNote (or the Royalty Agreements).
(c3) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f4) There is no public market for the Notes (or the Royalty Agreements) and no such public or other market may ever develop. There can be no assurance that the undersigned will be able to sell or dispose of the Note (or the related Royalty Agreement). It is understood that in order not to jeopardize the Offerings Offering's exempt status under Section 4(2) of the Securities Act and Regulation DD thereunder, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g5) THE DEBENTURES MAY NOT BE TRANSFERREDThe undersigned acknowledges that the information contained in the Memorandum or otherwise made available to the undersigned is confidential and non-public and agrees that all such information shall be kept in confidence by the undersigned and neither used by the undersigned for the undersigned's personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason; provided, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWShowever, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. that this obligation shall not apply to any such information that (hi) NASAA UNIFORM LEGEND is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any Subscription Agreement entered into with the Company).
(6) The representations, warranties and agreements of the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date of the sale of a Note to the undersigned as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement, the purchase of a Note and the entering into a Royalty Agreement.
(7) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or controlling persons of the Company, the Company has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in such Act and is therefore unenforceable to such extent.
(8) IN MAKING AN INVESTMENT DECISION INVESTORS PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES THE NOTES AND THE ROYALTY AGREEMENTS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE MEMORANDUM OR THIS DOCUMENTSUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY .
(9) THE NOTES AND RESALE AND THE ROYALTY AGREEMENTS MAY NOT BE TRANSFERRED TRANSFERRED, RESOLD OR RESOLD OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION REGISTRATION, ORDER OR EXEMPTION THEREFROM. INVESTORS PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Appears in 1 contract
Understandings. The undersigned understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds undersigned's subscription by signing this Subscription AgreementAgreement and delivering it to Purchaser or the Escrow Agent.
(b) No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the DebenturesShares or the Company.
(c) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Shares as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the DebenturesShares.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES SHARES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Appears in 1 contract
Sources: Subscription Agreement (Eurogas Inc)
Understandings. The undersigned understands, acknowledges acknowledges, and agrees with the Company and the Placement Agent as follows:
(a1) This Subscription may be rejected, in whole or in part, by the Company and the Placement Agent, in its sole and absolute discretion discretion, at any time before the date set for closing unless relevant Closing, notwithstanding prior receipt by the Company has given undersigned of notice of acceptance of the undersigneds subscription by signing this Subscription Agreementundersigned's Subscription.
(b2) Except as set forth in paragraph D(1) above, the undersigned hereby acknowledges and agrees that the subscription hereunder is irrevocable by the undersigned, that, except as may be provided under applicable laws, the undersigned is not entitled to cancel, terminate, or revoke this Subscription Agreement or any agreements of the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the undersigned and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the undersigned is more than one person, the obligations of the undersigned hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein contained shall be deemed to be made by, and be binding upon, each such person and his/her heirs, executors, administrators, successors, legal representatives, and permitted assigns.
(3) No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Materials or as to the fairness of the terms of the this Offering for investment nor any recommendation or endorsement of the DebenturesSecurities.
(c4) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness completeness, and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f5) It is understood that in order not to jeopardize the Offerings Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee maywill, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g6) The Placement Agent will receive compensation in connection with the Offering, but is not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company with the agreements entered into in connection with the Offering, and will not supervise or participate in the operation or management of the Company.
(7) The undersigned acknowledges that the information contained in the Disclosure Materials is confidential and non-public and agrees that all such information shall be kept in confidence by the undersigned and neither used by the undersigned for the undersigned's personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision), or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any Subscription Agreement entered into with the Company and/or the Placement Agent).
(8) The representations, warranties, and agreements of the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date of the Closing as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Securities.
(9) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers, or controlling persons of the Company, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable to such extent.
(10) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE DISCLOSURE MATERIALS OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(11) THE DEBENTURES SECURITIES MAY NOT BE TRANSFERRED, RESOLD RESOLD, OR OTHERWISE DISPOSED OF OF, EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Appears in 1 contract
Sources: Subscription Agreement (World Waste Technologies Inc)
Understandings. The undersigned understands, acknowledges parties further acknowledge and agrees with the Company agree as follows:
(a) This Subscription The Company acknowledges that the trading price of the Shares on the OTCBB may be rejected, in whole rise as a result of currently planned actions or in part, announcements taken or made by the Company subsequent to the execution of this Agreement. Notwithstanding the foregoing, in its sole and absolute discretion at any time before the date set for closing unless no event will the Company has given notice have any right to terminate this Agreement, rescind the Company's obligation to sell the Shares to Keystone hereunder, or otherwise make any claim against Keystone as a result or consequence of acceptance of the undersigneds subscription by signing this Subscription Agreementsuch rise in share price.
(b) No U.S. federal person or state agency entity acting on behalf, or any agency of any other jurisdiction has made any finding or determination as to under the fairness authority, of the terms of the Offering for investment nor Company is or will be entitled to any recommendation broker's, finder's or endorsement of the Debenturessimilar fee or commission in connection with this Agreement.
(c) The representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of Shares pursuant to this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue securities laws of Section 4(2) certain U.S. States. There can be no assurance that Keystone will be able to sell or dispose of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) Shares. It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation DAct, any transferee may, at a minimum, be required to fulfill the certain investor suitability requirements thereunderrequirements.
(gd) THE DEBENTURES MAY SHARES HAVE NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION REQUIREMENTS OF THE PERSON SECURITIES ACT AND SUCH LAWS. THE SHARES HAVE NOT BEEN APPROVED OR ENTITY CREATING DISAPPROVED BY THE SECURITIES AND THE TERMS OF THE OFFERINGEXCHANGE COMMISSION, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY. FURTHERMORE, NOR HAVE ANY OF THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED PASSED UPON OR ENDORSED THE ACCURACY OR DETERMINED THE ADEQUACY MERITS OF THIS DOCUMENTOFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSEUNLAWFUL. THESE SECURITIES SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SHARES HAVE NOT BEEN REGISTERED UNDER APPLICABLE SECURITIES LAWS OF TEXAS AND THEREFORE CANNOT BE RESOLD OR TRANSFERRED UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
Appears in 1 contract
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Pubco Common Stock;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the Pubco Common Stock are "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Pubco Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. Execution version IN WITNESS WHEREOF, I have executed this Certificate. __________________________________ Date: __________________________________ , 2014 Signature __________________________________ Print Name __________________________________ Title (hif applicable) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING__________________________________ Address __________________________________ Execution version MASTHERCELL SA Directors: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ Prieels ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CELL THERAPY HOLDING SA Directors: Hugues Bultot ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Execution version ▇▇▇▇▇ ▇▇▇▇▇▇, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMOREDirector and CEO ▇▇▇ ▇▇▇▇▇▇, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWSDirector ▇▇▇▇▇ ▇▇▇▇▇, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.Director Etti Hanochi, Director ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Director ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, - CFO ▇▇▇▇▇ ▇▇▇▇▇▇▇, CEO of Orgenesis Ltd. ▇▇▇▇▇ ▇▇▇▇▇▇, CEO of Orgenesis Maryland Inc.
Appears in 1 contract
Understandings. The undersigned understandsA. Owner owns and retains all right, acknowledges title and interest in the Movie or has proper rights to use media in the Movie owned by other parties.
B. Anyone who exhibits the Movie is not an employee, agent, or representative of Owner.
C. Exhibitor assumes all risks, costs and potential liabilities for participating in this arrangement and screening the Movie. Exhibitor agrees to hold harmless and not to sue Owner for any damages of any kind.
D. Exhibitor agrees not to ask Owner or the third party that provides the downloading system or any company involved in the chain of payment for any refund or credit and that none will be given. This Movie is licensed "as is" with no guarantees or warrantees.
E. Exhibitor is responsible for abiding by all laws and regulations and paying all taxes and fees that such laws may impose.
F. Exhibitor is responsible for all technical aspects of screening the Company as follows:
(a) This Subscription may be rejected, in whole or in part, Movie. No technical support is offered by Owner and Exhibitor understands that neither the Company in its sole and absolute discretion at any time before Owner nor video host is guarantees the date set for closing unless the Company has given notice of acceptance ability of the undersigneds subscription by signing this Subscription AgreementExhibitor to screen the Movie. Exhibitor is highly recommended to work closely with a person with technical skills who is knowledgeable in matters of computers and audio visual presentations.
(b) No U.S. federal or state agency or any agency G. Exhibitor must test the screening of any other jurisdiction has made any finding or determination the Movie in the same location as the ultimate screening to ensure adequate sound and video quality BEFORE screening it in front of an audience. DO NOT SCREEN THE MOVIE IN FRONT OF AN AUDIENCE WITHOUT FIRST MAKING SURE THE SOUND AND VIDEO QUALITY ARE AS GOOD AS POSSIBLE.
H. Exhibitor understands that Owner makes no promises as to how much revenue or profit can be generated from this License or the fairness screening entailed herein.
I. Exhibitor understands that Owner makes no promises regarding the technical or artistic quality of the terms Movie and that Exhibitor is aware of complete content and technical quality of the Offering for investment nor Movie.
J. Owner has the right to order any recommendation XX Resident or endorsement Exhibitor to cease and desist, and XX Resident or Exhibitor must cease and desist, from screening or broadcasting the Movie in any case where the Exhibitor's actions are incurring actual or potential liabilities to the Owner in the sole judgment of the Debentures.
(c) The representations, warranties and agreements Owner. In such a case Owner will not be responsible for reimbursing any expenses XX Resident or Exhibitor may have incurred as part of the undersigned and the Company contained herein and in any other writing delivered in connection involvement with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the DebenturesMovie.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Appears in 1 contract
Understandings. The undersigned understands, acknowledges and agrees with the Company as followsthat:
(a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigneds subscription by signing this Subscription Agreement.
(b) No U.S. no federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of the Offering this offering for investment nor any recommendation or endorsement of the Debentures.Worldbid Common Stock;
(b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;
(c) The the shares of Worldbid Common Stock to be issued to the undersigned pursuant to the Amended and Restated Agreement and Plan of Merger will be "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Worldbid Common Stock. It is understood that in order not to jeopardize this offering’s exempt status under Section 4(2) of the Act, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder;
(d) the representations, warranties and agreements of the undersigned and the Company contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the sale of the Debentures, and as of the date of the conversion and exercise thereof, Worldbid Common Stock is acquired as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures.
(d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.date; and
(e) The Regulation D Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire.
(f) It is understood that in order not to jeopardize the Offerings exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.
(g) THE DEBENTURES WORLDBID COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (h) NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.Number of Shares Description Amount 24,960,667 TOTAL $789,200
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Sources: Merger Agreement (Worldbid Corp)