Prospectus Exemptions. The Subscriber acknowledges and agrees that the sale and delivery of the Purchased Securities comprising the Purchased Units to the Subscriber are conditional upon such sale being exempt from the requirements as to the filing of a prospectus and as to the delivery of an offering memorandum as defined in the applicable securities legislation or upon the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. In this regard, the Subscriber acknowledges and agrees that: (a) it was not provided with, has not requested, and does not need to receive, a prospectus or an offering memorandum as defined in the applicable securities legislation or similar document; (b) its decision to execute this Subscription Agreement and to purchase the Purchased Units has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Corporation and that, other than the representations of the Corporation contained herein, including the documents delivered in connection herewith, its decision is based entirely upon publicly available information concerning the Corporation; (c) the sale of the Purchased Units was not accompanied by any advertisement in printed media of general and regular paid circulation, radio or television; (d) it has been advised and has been afforded full opportunity to consult its own legal and other professional advisors with respect to all applicable resale restrictions relating to the Purchased Securities and it is solely responsible (and the Corporation is not in any way responsible) for compliance with any and all applicable resale restrictions.
Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Partnership to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Partnership will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for his, her or its own account and is purchasing Units as principal (or is deemed by National Instrument 45-106 Prospectus Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is one of the following [please check the appropriate box]: Accredited Investor a resident of Ontario that meets the definition of “accredited investor” and has completed the Certificate of Accredited Investor attached as Schedule “A” or Form For Certain Individual Accredited Investors attached as Schedule “A-1” [please complete Schedule “A” or Schedule “A-1”]; or $150,000 minimum investment a person (other than an individual) that is a resident of Ontario and is purchasing Units with an aggregate cost to the Subscriber of not less than $150,000 and has not been formed, created, established or incorporated for the purpose of permitting the purchase of the Units without a prospectus; or Subsequent top-up investment by non-Accredited Investor a resident of Ontario that is purchasing Units with an aggregate acquisition cost of less than $150,000, but already purchased Units of the same class or series as principal for an acquisition cost of not less than $150,000 paid in cash at the time of purchase, and at the date of this subscription owns Units with a net asset value or aggregate acquisition cost of not less than $150,000; or Other has the benefit of the following exemption (specify nature and source of exemption): This agreement is not transferable or assignable by the Subscriber except with the consent of the Advisor or by operation of law. This agreement may be signed in counterparts. Dated this day of , (day) (month) (year) X Subscriber’s Signature Amount Subscribed for: $ Class of Units: Name and Address of Subscriber: Print Name – (Full Legal Name) (Affix seal if a corporation) Address (No P.O. Box Number) City, Province, Postal Code Telephone Number: Fax Number: Email Address: If Subscriber is not an Individual: Type of Entity: Nam...
Prospectus Exemptions. The issue and sale of the Securities by the Company to the Purchaser is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. The Purchaser acknowledges and agrees that:
Prospectus Exemptions. The distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities Laws and shall not be subject to resale restrictions under applicable Canadian securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102).
Prospectus Exemptions. The Subscriber acknowledges that if this Subscription Agreement is accepted, the Securities will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Fund to deliver to the Subscriber a prospectus that complies with statutory requirements. In doing so, the Fund will be relying on the following representations and certification by the Subscriber: The Subscriber hereby represents and certifies that the Subscriber is acting for the Subscriber’s own account and is purchasing the Securities as principal (or is deemed by National Instrument 45-106 - Prospectus Exemptions to be acting as principal) for investment purposes only and not with a view to resale and is:
Prospectus Exemptions. The Subscriber or any beneficial purchaser on whose behalf the Subscriber is acting hereunder acknowledges and agrees that: the sale and delivery of the Debentures and the Warrants to the Subscriber is conditional upon such sale being exempt from the requirements under Applicable Securities Laws requiring the filing of a prospectus in connection with the distribution of the Debentures. The Subscriber acknowledges that it is aware that it is purchasing the Debenture pursuant to an exemption from the prospectus requirement under applicable securities legislation and, as a consequence, (i) it is restricted from using most of the civil remedies available under securities legislation; (ii) it may not receive information that would otherwise be required to be provided to it under securities legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under securities legislation.
Prospectus Exemptions. The sale of the Common Shares by the Corporation to the Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Common Shares or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document. You acknowledge and agree that:
Prospectus Exemptions. The Subscriber acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Subscriber pursuant to a regulatory exemption from statutory requirements that would otherwise require the Fund to prepare a prospectus that complies with statutory requirements. In doing so, the Fund will be relying on the following representations and certification by the Subscriber: SUBSCRIPTION AGREEMENT APPLICATION Subscriber Information Surname First Name Initial Telephone Number (Home) Street Address City Province Postal Code Date of Birth Citizenship SIN Principal Business or Occupation Business Address City Province Postal Code Co-Subscriber Information Surname First Name Initial Street Address City Province Postal Code Joint Accounts: Each account holder must sign a copy of this Subscription Agreement and provide appropriate proof of identification. You hereby confirm that the Units are to be held by each of you as joint tenants and not as tenants in common and we are hereby authorized to take orders from either of you alone. Unless you both instruct us differently, (i) allocations for tax purposes will be made to each of you in equal amounts, and (ii) distributions of profit and capital (including the payment of redemption proceeds) will be made and paid to the order of all joint holders (if paid by cheque) or to the account from which wire payment for the subscription for Units was received. Corporation Information Full Legal Name Telephone Number (Business) Xxxxxx Xxxxxxx (Xx X.X. Xxx Xxxxxx) City Province Postal Code Date of Incorporation/Formation Business Identification Number Trust Identification Type of Entity Principal Business of Entity Name of Authorized Signing Officer Title of Authorized Signing Officer Dealer/Advisor Information Dealer/Advisor Name Dealer/Advisor No. Rep No. Subscription Information The Subscriber hereby offers to purchase Units of the Fund indicated below in the aggregate amount set out below (at the Class Net Asset Value per Unit following acceptance by Norrep Capital Management Ltd. of this Subscription Application as described in the Offering Memorandum of the Fund) as follows: Fund Circle FundSERV Code Amount (CAD) Norrep Enhanced Credit Fund – Class F NRP 6100 $ Norrep Enhanced Credit Fund – Class A NRP 6101 $ Norrep Enhanced Credit Fund – Class I NRP 6105 $ If the Subscriber fails to indicate which Series of the Fund the Subscriber intends to subscribe for, the Subscriber shall be deemed to subscribe...
Prospectus Exemptions. The Investor acknowledges that, if this Subscription Agreement is accepted, Units will be distributed to the Investor pursuant to a regulatory exemption from statutory requirements that would otherwise require the Fund to deliver to the Investor a prospectus that complies with statutory requirements. In doing so, the Fund will be relying on the investor’s representations, warranties and certification in this Subscription Agreement.
Prospectus Exemptions. The sale and delivery of the Special Warrants to the Subscriber is conditional upon such sale being exempt from the requirements as to the filing of a prospectus and as to the delivery of an offering memorandum as defined in the applicable securities legislation or upon 144554\0514777.WP - 4 - the issuance of such rulings, orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. The Subscriber acknowledges and agrees that: (a) it (or others for whom it is contracting hereunder) was not provided with, has not requested, and does not need to receive, a prospectus or an offering memorandum as defined in the applicable securities legislation or similar document; (b) its decision to execute this subscription agreement and to purchase the Special Warrants agreed to be purchased hereunder (or by others for whom it is contracting hereunder) has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Company, the Agent or any other person or company and that its decision (or the decision of others for whom it is contracting hereunder) is based entirely upon the Term Sheet and publicly available information concerning the Company which was obtained by the Subscriber and not provided to it by either the Company or the Agent; (c) the sale of the Special Warrants was not accompanied by any advertisement in printed media of general and regular paid circulation, radio or television or any form of advertisement or as part of a general solicitation; and (d) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible (and neither the Company nor the Agent is in any way responsible) for compliance with applicable resale restrictions. The Subscriber acknowledges and agrees that the Special Warrants, and the Debentures issuable upon exercise of the Special Warrants are subject to statutory hold periods during which these securities may not be offered, resold or otherwise transferred in Canada, the United States or elsewhere except in compliance with applicable securities laws and the requirements of applicable stock exchanges and that the Subscriber shall not so offer, resell or otherwise transfer these securities except in compliance with applicable securities la...
