Common use of For Purchasers in Canada Clause in Contracts

For Purchasers in Canada. In addition to checking the applicable box under 2 above, if Purchaser is a resident of, located in or has a primary residence in the Canada, Purchaser must be able to verify the accuracy of the following statement by checking the box next to it: o Purchaser is an "accredited investor" as defined in National Instrument 45-106 Prospect Exemptions. [The definition of "accredited investor" as defined in Part 2, Section 2.3 can be found at the following weblink: xxxx://xxx.xxx.xxx.xx.xx/documents/en/Securities- Category4/ni_20170119_45-106_unofficial-consolidation.pdf Purchaser understands that Company will rely upon the information contained herein and any additional information requested by Company for purposes of determining Purchaser's suitability to enter into the Agreement and invest in the Right, and Purchaser will promptly provide Company with any additional information requested by Company in connection with the foregoing. SIGNATURE PAGE SIGNATURE BLOCK FOR INDIVIDUALS SIGNATURE BLOCK FOR ENTITIES Name of Purchaser Signature of Purchaser Date Signed: Name of Purchaser Authorized Signatory Name and title of Authorized Signatory Date Signed: ATTACHMENT A INVESTOR CERTIFICATION For Individual Accredited Investors Only (all Individual Accredited Investors must INITIAL where appropriate): Initial Initial I have a net worth (excluding the value of my primary residence) in excess of $1,000,000 either individually or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared ownership interest with my spouse. I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year. For Non-Individual Accredited Investors (all Non-Individual Accredited Investors must INITIAL where appropriate): Initial Initial Initial Initial Initial Initial Initial Initial Initial Initial Initial Initial Initial The investor certifies that it is a partnership, corporation, limited liability company or revocable trust that is 100% owned by persons who meet at least one of the criteria for Individual Accredited Investors set forth above. The investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing in Company. The investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment adviser. The investor certifies that it is an employee benefit plan whose total assets exceed $5,000,000. The investor certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet either of the criteria for Individual Accredited Investors. The investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity. The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934. The investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose of investing in Company. The investor certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing in Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment. The investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000. The investor certifies that it is an insurance company as defined in §2(13) of the Securities Act. The investor certifies that it is an investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined in Section 2(a)(48) thereunder. The investor certifies that it is a Small Business Investment Company licensed by the

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement

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For Purchasers in Canada. In addition to checking the applicable box under 2 above, if Purchaser is a resident of, located in or has a primary residence in the Canada, Purchaser must be able to verify the accuracy of the following statement by checking the box next to it: o Purchaser is an "accredited investor" as defined in National Instrument 45-106 Prospect Exemptions. [The definition of "accredited investor" as defined in Part 2, Section 2.3 can be found at the following weblink: xxxx://xxx.xxx.xxx.xx.xx/documents/en/Securities- Category4/ni_20170119_45-106_unofficial-consolidation.pdf Purchaser understands that Company will rely upon the information contained herein and any additional information requested by Company for purposes of determining Purchaser's suitability to enter into the Agreement and invest in the Right, and Purchaser will promptly provide Company with any additional information requested by Company in connection with the foregoing. THE NEXT PAGE IS THE SIGNATURE PAGE PAGE. SIGNATURE BLOCK FOR INDIVIDUALS SIGNATURE BLOCK FOR ENTITIES Name of Purchaser Signature Name of Purchaser Date Signed: Name Signature of Purchaser Authorized Signatory Name and title of Authorized Signatory Date Signed: Date Signed: SIGNATURE PAGE ATTACHMENT A INVESTOR CERTIFICATION For Individual Accredited Investors Only (all Individual Accredited Investors must INITIAL where appropriate): Initial Initial I have a net worth (excluding the value of my primary residence) in excess of $1,000,000 either individually or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared ownership interest with my spouse. I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year. For Non-Individual Accredited Investors (all Non-Individual Accredited Investors must INITIAL where appropriate): Initial Initial Initial Initial Initial Initial Initial Initial Initial Initial Initial Initial Initial The investor certifies that it is a partnership, corporation, limited liability company or revocable trust that is 100% owned by persons who meet at least one of the criteria for Individual Accredited Investors set forth above. The investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing in Company. The investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment adviser. The investor certifies that it is an employee benefit plan whose total assets exceed $5,000,000. The investor certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet either of the criteria for Individual Accredited Investors. The investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity. The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934. The investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose of investing in Company. The investor certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing in Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment. The investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000. The investor certifies that it is an insurance company as defined in §2(13) of the Securities Act. The investor certifies that it is an investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined in Section 2(a)(48) thereunder. The investor certifies that it is a Small Business Investment Company licensed by the

Appears in 1 contract

Samples: Purchase Agreement

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For Purchasers in Canada. In addition to checking the applicable box under 2 above, if Purchaser is a resident of, located in or has a primary residence in the Canada, Purchaser must be able to verify the accuracy of the following statement by checking the box next to it: o ¨ Purchaser is an "accredited investor" as defined in National Instrument 45-106 Prospect Exemptions. [The definition of "accredited investor" as defined in Part 2, Section 2.3 can be found at the following weblink: xxxx://xxx.xxx.xxx.xx.xx/documents/en/Securities- Category4/ni_20170119_45-106_unofficial-consolidation.pdf Purchaser understands that Company will rely upon the information contained herein and any additional information requested by Company for purposes of determining Purchaser's ’s suitability to enter into the Purchase Agreement and invest in the Right, and Purchaser will promptly provide Company with any additional information requested by Company in connection with the foregoing. SIGNATURE PAGE SIGNATURE BLOCK FOR INDIVIDUALS SIGNATURE BLOCK FOR ENTITIES Millennium BlockChain Name of Purchaser Signature (print) Name of Purchaser Date Signed(print) By: Name Xxxxxxx Xxxxxxx Signature of Purchaser Authorized Signatory Name Xxxxxxx Xxxxxxx CEO (print name and title of Authorized Signatory Signatory) Date Signed: ATTACHMENT ___________________________________ Date Signed: 5/8/2018 10:19:00 AM PDT Millennium BlockChain is receiving 3 million dollars worth of ImpactPPA tokens(MPQ) with a 50% bonus for a total amount of 4.5 million dollars worth of ImpactPPA tokens (MPQ) Xxx Xxxxx Xxxxxxx Xxxxxxx Exhibit A INVESTOR CERTIFICATION For Individual Accredited Investors Only FORM OF WARRANT OF TIGHTNOD HOLDINGS LIMITED THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER STATE OR COUNTRY’S SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE LOCAL SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. May_, 2018 Tightnod Holdings Limited COMMON STOCK WARRANT THIS CERTIFIES that, for value received, Millennium Blockchain Inc. and its permitted transferees hereunder (all Individual Accredited Investors must INITIAL where appropriate): Initial Initial I have the “Holder”), is entitled to subscribe for and purchase from Tightnod Holdings Limited, a net worth company formed under laws ofthe Republic of Cypris (excluding the value “Company”), a number of my primary residenceshares of fully paid and nonassessable shares (the “Warrant Shares”) in excess common stock ofthe Company equal to 3% ofthe Company’s common stock (the “Common Stock”) on a fully diluted basis at a price per share equal to the greater of $1,000,000 either individually or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared ownership interest with my spouse. I have had an annual gross income for (i) the past two years price of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level Common Stock in the current year. For Non-Individual Accredited Investors Company equity financing immediately following the date hereof, or (all Non-Individual Accredited Investors must INITIAL where appropriate): Initial Initial Initial Initial Initial Initial Initial Initial Initial Initial Initial Initial Initial The investor certifies that it is ii) a partnershipprice per share based on aU.S. $50 million Company valuation if no equity financing has occurred by the time of exercise hereof, corporationwith such price subject to adjustment as provided in Section 2 hereof, limited liability company at any time or revocable trust from time to time during the period (the “Exercise Period”) commencing on the date hereof and ending on the date that is 100% owned by persons who meet at least one of 4 months after the criteria for Individual Accredited Investors set forth above. The investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing in Company. The investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment adviser. The investor certifies that it is an employee benefit plan whose total assets exceed $5,000,000. The investor certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet either of the criteria for Individual Accredited Investors. The investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity. The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934. The investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose of investing in Company. The investor certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing in Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment. The investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000. The investor certifies that it is an insurance company as defined in §2(13) of the Securities Act. The investor certifies that it is an investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined in Section 2(a)(48) thereunder. The investor certifies that it is a Small Business Investment Company licensed by thedate hereof.

Appears in 1 contract

Samples: Purchase Agreement (THC Therapeutics, Inc.)

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