Certain Purchasers Clause Samples
The 'Certain Purchasers' clause defines specific individuals or entities who are eligible or permitted to purchase under the terms of the agreement. Typically, this clause will outline criteria such as investor qualifications, residency, or compliance with regulatory requirements, and may list particular parties by name or category. By clearly identifying who can participate in the transaction, the clause ensures compliance with legal or contractual restrictions and helps prevent unauthorized or unintended parties from acquiring interests.
Certain Purchasers. If a Purchaser is not a U.S. resident, and the Purchaser is a resident of Canada, such Purchaser acknowledges that in distributing the Securities to such Purchaser, the Company is relying on the exemption from the prospectus requirements under Canadian securities laws set out in section 2.10 of National Instrument 45.106. In this regard, Purchaser confirms it is not an individual, is purchasing as principal, the aggregate acquisition cost of purchasing the Securities will not be less than CDN$150,000 paid in cash at the time of purchase, and the Purchaser has not been created or used solely to purchase or hold the Securities in reliance on this exemption. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
Certain Purchasers. If any Purchaser is not a United States person, such Purchaser hereby represents that such Purchaser is satisfied as to the full observance of the laws of such Purchaser's jurisdiction in connection with any invitation to subscribe for the Shares, including without limitation (i) the legal requirements of such Purchaser's jurisdiction for the offer, purchase and sale of the Shares, (ii) any foreign exchange restrictions applicable to such offer, purchase and sale, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, which may be relevant to the offer, purchase, holding, redemption, sale or transfer of the Shares. Such Purchaser's exercise and payment for, and such Purchaser's continued beneficial ownership of, the Shares will not violate any applicable securities or other laws of such Purchaser's jurisdiction.
Certain Purchasers. Promptly after the Imperial Termination Date, ▇▇▇▇▇▇ shall offer to purchase, subject to the occurrence of the Closing, any and all shares of BDPH Common Stock to be owned beneficially or of record following the Merger by persons other than ▇▇▇▇▇▇ or any subsidiary of ▇▇▇▇▇▇ who were holders of shares of BDPH Common Stock prior to the Merger for cash at a price per share equal to the Per Share Consideration and, following the occurrence of the Closing, shall purchase promptly all such shares from holders accepting such offer. If any such shares are not so purchased, the parties will endeavor to cause all shareholders to become parties to the Stockholders' Agreement.
Certain Purchasers. 80 9. CONDITIONS............................................................................................. 81 9.1 Conditions Precedent to Obligations of MergerCo and Bord▇▇................................... 81 132