Prospectus Exemptions Sample Clauses

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 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 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 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 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 Subscriber acknowledges that, if this Subscription Agreement is accepted, the 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 the 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:
Prospectus Exemptions. The Subscriber acknowledges that, if this subscription is accepted, Units will be distributed to the Subscriber pursuant to an exemption from statutory requirements that would otherwise equire 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 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 a province or territory of Canada who meets the definition of “accredited investor” (please complete Schedule A and, if applicable, Schedule A-1). Subsequent top-up investment A resident of a province or territory of Canada, other than Alberta, that (i) initially purchased Units for an amount not less than $150,000; and (ii) currently owns Units with a net asset value or aggregate acquisition cost of at least $150,000.
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) Street Address (No P.O. Box Number) 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 Canadian Enhanced Equity FundClass F NRP 5100 $ Norrep Canadian Enhanced Equity Fund – Class A NRP 5101 $ Norrep Canadian Enhanced Equity Fund – Class I NRP 5105 $ If the Subscriber fails to indicate which Series of the Fund the Subscriber intends to subscribe for, the Subscriber s...
Prospectus Exemptions. Neither Parent nor Acquisition Sub is a reporting issuer under the OSA. At the Effective Time, after giving effect to the issuance of the Acquisition Shares and the Parent Common Shares issuable upon conversion or exercise of the Replacement Options, the Persons or companies whose last address as shown on the books of the Parent was in Ontario and who held Parent Common Shares (i) did not hold more than 10% of Parent's Common Shares; and (ii) do not represent a number more than 10% of the total number of holders of Parent Common Shares.
Prospectus Exemptions if the Purchaser is a resident of any jurisdiction outside of the United States other Canada and it is purchasing pursuant to an exemption from prospectus and registration requirements (particulars of which are enclosed herewith) available to it under applicable securities legislation, it shall deliver to the Company such further particulars of the exemption(s) and the Purchaser’s qualifications thereunder as the Company may request including the execution of the certificate attached hereto as Schedule “D”;