Common use of Conditions of the Offering Clause in Contracts

Conditions of the Offering. In connection with your purchase of the Purchased Shares, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: (a) this Agreement (including the forms set out in Schedules A, B, C and D, attached hereto, as applicable) duly completed and executed; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule A; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, a U.S. Subscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D hereto; and (i) any further documentation as required under the Securities Laws or by the policies of the Stock Exchange or other Regulatory Authorities. The obligation of the Corporation to sell the Purchased Shares to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A, B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares by the Corporation to you will not be qualified by a prospectus; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Shares for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Shares being acquired by the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed Purchaser, you represent and warrant that you have authority to bind the Disclosed Purchaser. You agree, and if applicable the Disclosed Purchaser agrees, to comply with all Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Shares. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Appears in 2 contracts

Samples: Subscription Agreement (Anglogold Ashanti LTD), Subscription Agreement (Anglogold Ashanti LTD)

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Conditions of the Offering. In connection with your purchase of the Purchased Shares, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: (a) this Agreement (including the forms set out in Schedules A, B, C and D, attached hereto, as applicable) duly completed and executed; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire Appendix II to Schedule A; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, a U.S. Subscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D hereto; and (i) any further documentation as required under the Securities Laws or by the policies of the Stock Exchange or other Regulatory Authorities. The obligation of the Corporation to sell the Purchased Shares to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A, B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares by the Corporation to you will not be qualified by a prospectus; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Shares for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Shares being acquired by the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed Purchaser, you represent and warrant that you have authority to bind the Disclosed Purchaser. You agree, and if applicable the Disclosed Purchaser agrees, to comply with all Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Shares. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Appears in 1 contract

Samples: Subscription Agreement (Anglogold Ashanti LTD)

Conditions of the Offering. In connection with your purchase of the Purchased Shares, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: (a) this Agreement (including the forms set out in Schedules A, B, C and D, attached hereto, as applicable) duly completed and executed; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule Ahereto; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule BII, as applicable, hereto; or (fe) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada Ontario and qualify are purchasing the Purchased Shares pursuant to the “Founder, control person and family” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B and Appendix I or Appendix II, as applicable, hereto; (f) if you, or the Disclosed Purchaser, as the case may be, qualifies under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, a U.S. Subscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D hereto; and (i) any further documentation as required under the Securities Laws or by the policies of the Stock Exchange or other Regulatory Authorities. The obligation of the Corporation to sell the Purchased Shares to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange for delivery on your behalf, ; including the forms set out in Schedules A, B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares by the Corporation to you will not be qualified by a prospectus; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Shares for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Shares being acquired by the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed Purchaser, you represent and warrant that you have authority to bind the Disclosed Purchaser. You agree, and if applicable the Disclosed Purchaser agrees, to comply with all Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Shares. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Appears in 1 contract

Samples: Subscription Agreement (Anglogold Ashanti LTD)

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Conditions of the Offering. In connection with your purchase of the Purchased Shares, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents: (a) this Agreement (including the forms set out in Schedules A, B, C and D, attached hereto, as applicable) duly completed and executed; (b) a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; (c) if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1l) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors Appendix I to Schedule A and the Individual Accredited Investor Questionnaire Appendix II to Schedule A; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, a U.S. Subscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D hereto; and (i) any further documentation as required under the Securities Laws or by the policies of the Stock Exchange or other Regulatory Authorities. The obligation of the Corporation to sell the Purchased Shares to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A, B and C attached hereto, as applicable, to the Corporation as the sale of the Purchased Shares by the Corporation to you will not be qualified by a prospectus; (b) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Disclosed Purchaser (including representations and warranties made in any Schedule attached hereto, as applicable) herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you or, if applicable, the Disclosed Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, to the filing by the Corporation of all documents and Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Shares for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares as principal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Shares being acquired by the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed Purchaser, you represent and warrant that you have authority to bind the Disclosed Purchaser. You agree, and if applicable the Disclosed Purchaser agrees, to comply with all Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of, of and the resale restrictions applicable to, the Purchased Shares. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in whole or in part in its sole discretion.

Appears in 1 contract

Samples: Subscription Agreement (Anglogold Ashanti LTD)

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