C E P T A N C E Sample Clauses

C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Eden Energy Corp. DATED at Vancouver, British Columbia as of the ______ day of ______________________, 2011. EDEN ENERGY CORP. Per: Authorized Signatory - A1 - All Subscribers resident in Canada must complete the Canadian Questionnaire. SCHEDULE A CANADIAN QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. The purpose of this Questionnaire is to assure the Company that the Subscriber will meet certain requirements of National Instrument 45-106 ("NI 45-106"). The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Subscriber covenants, represents and warrants to the Company that:
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Units are hereby accepted by Nexaira Wireless Inc. DATED at Vancouver, British Columbia, the _______ day of ____________________, 2010. NEXAIRA WIRELESS INC. Per: ______________________________________ Authorized Signatory EXHIBIT A FORM OF WARRANT THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. Warrant No. ___________ THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT _____________ (______________ TIME) ON ____________________, 20____. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF NEXAIRA WIRELESS INC. THIS IS TO CERTIFY THAT _____________________, (the “Holder”) of ________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to _______________ fully paid and non‑assessable common shares (the “Shares”) in the capital of Nexaira Wireless Inc. (the “Company”) on or before _______ p.m. (________ time) on ____________________, 20____ (the “Expiry Date”) at a price per Share of US$1.00 (the “Exercise Price”) on the terms and conditions attached hereto as Appendix A (the “Terms and Conditions”).
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Marley Coffee Inc. DATED at _____________________________________, the ________ day of __________, 2008. MARLEY COFFEE INC. Per: Authorized Signatory EXHIBIT A ACCREDITED INVESTOR QUESTIONNAIRE FOR CANADIAN INVESTORS ONLY NATIONAL INSTRUMENT 45-106 The purpose of this Questionnaire is to assure Marley Coffee Inc. (the “Issuer”) that the undersigned (the “Subscriber”) will meet certain requirements for the registration and prospectus exemptions provided for under National Instrument 45-106 (“NI 45-106”), as adopted by the members of the Canadian Securities Administrators, in respect of a proposed private placement of securities by the Issuer (the “Transaction”). The Issuer will rely on the information contained in this Questionnaire for the purposes of such determination. The undersigned Subscriber covenants, represents and warrants to the Issuer that:
C E P T A N C E. The above-mentioned Agreement in respect of the Shares is hereby accepted by RVPlus Inc. DATED at Jersey City, New Jersey the 7th day of September, 2012. RVPLUS INC. Per: /s/ Xxxx Xxx Xxxxxxxx, CEO Authorized Signatory SCHEDULE A 11 SCHEDULE B US ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Debt Settlement Agreement. This Questionnaire is for use by each Subscriber who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “ 1933 Act ”)) and has indicated an interest in purchasing Shares of RVPlus Inc. (the “ Company ”). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the 1933 Act and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Shares will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the Shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of exemption from registration in connection with the sale of the Shares hereunder. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of “Accredited Investors”, as defined by Regulation D promulgated under the 1933 Act, as indicated below: ( Please initial in the space provided those categories, if any, of an “Accredited Investor” which the Subscriber satisfies.) _________ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000. _________ Category 2 a natural person whose individual net worth, or joint net worth with that person’s spouse, at the da...
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Debenture is hereby accepted by Maverick Minerals Corp. DATED at SASKATOON , the 26th day of November, 2009. MAVERICK MINERALS CORPORATION /s/ Xxxxxx Xxxxxxx Per: Xxxxxx Xxxxxxx, Authorized Signatory EXHIBIT “A” Form of Convertible Debenture THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. Issue Date: November 26, 2009 Conversion Price (subject to adjustment herein): US$0.03 US$100,000 8% CONVERTIBLE DEBENTURE FOR VALUE RECEIVED, MAVERICK MINERALS CORPORATION (the “Company”) promises to pay to Xxxxxx Xxxxxxx (the “Holder”), the principal sum of One Hundred Thousand Dollars (US$100,000) in lawful currency of the United States (the “Principal Amount”) on demand, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of 8% per annum, payable on the Conversion Date (as hereafter defined). Interest shall be calculated on the basis of a 360-day year and shall accrue daily commencing on the Issue Date until payment in full of the Principal Amount, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest shall cease to accrue with respect to any part of the Principal Amount converted, provided that the Company in ...
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Securities is hereby accepted by XXXXX MEDIA INC. DATED at Miami, FL, the 31st day of March, 2014. XXXXX MEDIA INC. Per: Xxxxxxxxxx Xxxxxxxx, President and CEO SCHEDULE A INSTRUMENT THIS SECURITY WAS ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON AS DEFINED IN REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY, THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT OR ANY U.S. STATE SECURITIES LAWS AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THIS PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. PROMISSORY NOTE US$75,000 Date: FOR VALUE RECEIVED, the undersigned promises to pay to the order of _________________ at its principal office located at __________________, or at such other place as the holder of this Note may from time to time designate, the principal sum of SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00) in lawful money of the United States of America, together with interest thereon as herein provided, on March 31, 2015. The principal amount or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at a rate of SEVEN PERCENT (7%) PER ANNUM commencing on the date of this promissory note and payable at maturity. If principal is not paid when due, the undersigned promises to pay all costs of collection, including without limitation, legal fees, and all expenses in connection with the protection or realization of the collateral securing this promissory note, if any, or the enforcement of any guaranty hereof incurred by the holder(s) hereof on account of such collection, whether or not suit is filed hereon or thereon; such costs and expenses shall include, without limitation, all costs, expenses and legal fees incurred by the holder(s) hereof in connection with any insolvency, bankruptcy, arrangement or other similar proceedings involving the undersigned, or involving any endorser or guarantor hereof, which in any way affects the exercise by t...
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by NEOVIEW, INC. DATED at ___________________________________________, the _______ day of __________________ , 2004.
C E P T A N C E. The above-mentioned Agreement in respect of the Shares is hereby accepted by MAVERICK MINERALS CORPORATION DATED at Saskatoon, the 10th day of February, 2009. MAVERICK MINERALS CORPORATION Per: Authorized Signatory SCHEDULE A U.S. ACCREDITED INVESTOR QUESTIONNAIRE All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement. This Questionnaire is for use by each Subscriber who has indicated an interest in purchasing common shares of Maverick Minerals Corporation (the "Company"). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the Securities Act of 1933 (the “1933 Act”) and an appropriate exemption from applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. This Questionnaire is not an offer of the shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of shares of the Company. The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined in Rule 501 of Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Subscriber satisfies):
C E P T A N C E. The above-mentioned Subscription Agreement is hereby accepted and agreed to by the Corporation. DATED at Xxxxxxx, Xxxxxxx, the day of , 2003. ---- ------------------ API ELECTRONICS GROUP INC. Per: /s/ Xxxxx XxXxxxxx ----------------------------------- Name: Title: EXHIBIT "A" API ELECTRONICS GROUP INC. Subscription Agreement -------------------------------------------------------------------------------- API ELECTRONICS GROUP INC. Dear Sirs: Re: API Electronics Group Inc. - Private Placement of Units of the Corporation comprised of one (1) Common Share and one-half (1/2) Warrant
C E P T A N C E. The above-mentioned Subscription Agreement in respect of the Units is hereby accepted by Lusora Healthcare Systems Inc. DATED at _____________________________________, the ________day of __________________, 2006. LUSORA HEALTHCARE SYSTEMS INC.