Purchase and Sale of Units. The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”
Purchase and Sale of Units. 2.1 Subject to the terms and conditions of this Agreement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $0.55 US per Unit. Upon execution, the subscription by the Subscriber will be irrevocable.
2.2 The Subscriber will complete the purchase of the Shares by delivering to the Company the following concurrently with the execution and delivery of this Subscription Agreement:
(A) payment of the Purchase Price by cheque, bank draft of cashier's cheque payable to the Company or a wire transfer sent to the Company's bank account; and
(B) the Accredited Investor Questionnaire Form, in the form delivered by the Company to the Subscriber.
2.3 Upon execution by the Company, the Company agrees to sell such Units to the Subscriber for the Purchase Price subject to the Company's right to sell to the Subscriber such lesser number of Units as it may, in its sole discretion, deem necessary or desirable.
2.4 Any acceptance by the Company of the Subscription is conditional upon compliance with all securities laws and other applicable laws of the jurisdiction in which the Subscriber is resident. Each Subscriber will deliver to the Company all other documentation, agreements, representations and requisite government forms required by the lawyers for the Company as required to comply with all securities laws and other applicable laws of the jurisdiction of the Subscriber.
2.5 Pending acceptance of this subscription by the Company, all funds paid by the Subscriber shall be deposited by the Company and immediately available to the Company for its corporate purposes. In the event the subscription is not accepted, the subscription funds will constitute a non-interest bearing demand loan of the Subscriber to the Company.
2.6 The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Agreement to the Subscriber's address indicated on the signature page of this Agreement.
2.7 The Subscriber acknowledges and agrees that the subscription for the Units and the Company's acceptance of the subscription is not subject to any minimum subscription for the Offering.
Purchase and Sale of Units. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, all right, title and interest in and to the Units free and clear of any Liens (other than any applicable restrictions under the Securities Act and other applicable securities Laws).
Purchase and Sale of Units. Upon the following terms and conditions, the Company is offering to each Purchaser the number of Units set forth opposite such Purchaser’s name as Exhibit A hereto consisting of (i) nine (9) Preferred Shares, initially convertible into nine (9) shares of Common Stock (subject to adjustment); (ii) one (1) Common Share; (iii) two (2) Series A Warrants; and (iv) two (2) Series B Warrants. The designation, rights, preferences and other terms and provisions of the Preferred Shares are set forth in the Series A Certificate of Designation, substantially in the form attached hereto as Exhibit C (the “Series A Certificate of Designation”).
Purchase and Sale of Units. 2.1 The Units will be registered in the name of the Subscriber.
2.2 The issue of the Units will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities from time to time.
2.3 Closing will be completed at the offices of the Corporation, in San Francisco, California, at 5:00 p.m. (Pacific Time), or such other place or time as the Corporation may designate (the “Closing Time”) on the Closing Date. If the Closing does not occur on or before the Closing Date, the subscription proceeds will be returned to the Subscriber without interest or deduction and the Subscriber will have the right to withdraw this subscription and to terminate its obligations hereunder.
2.4 The Corporation shall have the right to reject this Subscription Agreement if it believes for any reason that the Subscriber is not an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission as presently in effect, or for any other reason in its sole and absolute discretion. Acceptance is evidenced only by execution of this Subscription Agreement by the Corporation in the space provided at the end of this Subscription Agreement.
Purchase and Sale of Units. At the Closing (as herein defined) and upon and subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, all of Seller's Units in the Company for an amount equal to the Purchase Price.
Purchase and Sale of Units. Subject to the terms and conditions hereof, at the Closing (as defined in Section 1(b) below), the Company shall issue and sell to each Purchaser, and each Purchaser, severally and not jointly, shall purchase from the Company, the Units as is set forth on such Purchaser’s Execution Page, for the Purchase Price. The Units will be evidenced by the Notes and the Warrants.
Purchase and Sale of Units. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser, and each Purchaser will purchase from the Company, one-half of the number of Units set forth opposite such Purchaser’s name on the schedule of Purchasers set forth in Exhibit A attached hereto. The maximum number of Units issuable hereunder is 471,738 (comprising 1,886,952 Shares and Warrants for 471,738 Warrant Shares). The obligations of the Purchasers hereunder are several and not joint.
Purchase and Sale of Units. 2.1 The Issuer is offering up to 3,333,333 Units at $1.50 per Unit (the “Offered Units”). The offering price of the Units was determined by the Issuer with regard to the pricing policies of the Exchange.
2.2 Each Unit will consist of one Share and one-half of one non-transferable Warrant.
2.3 At the same time that the Purchaser signs and delivers this Agreement, the Purchaser will complete, sign, and deliver to the Issuer:
(a) if the Purchaser is resident in British Columbia or Alberta, the British Columbia/Alberta Certificate attached as Appendix I; and
(b) if the Purchaser is resident in Ontario, the Ontario Certificate attached as Appendix II.
2.4 On the signing of this Agreement, the Purchaser will deliver to the Issuer’s legal counsel, Stikeman Xxxxxxx XXX, Xxxxx 0000, Xxxx Xxxxx, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 (attention: Xxxx Xxxxxx, telephone No. (000) 000-0000, fax No. (000) 000-0000), a certified cheque, money order or bank draft drawn on a Canadian chartered bank and made payable to "Stikeman Elliott LLP, in trust", representing the total purchase price of the Units subscribed for by the Purchaser under this Agreement. The Issuer shall instruct Stikeman Elliott LLP to hold the Purchaser’s subscription funds in trust pending Closing in an interest-bearing trust account with interest on the Purchaser’s subscription funds accruing in favour of the Purchaser. If the Issuer declines to accept this Agreement or all of the conditions of purchase in section 4.1 of this Agreement are not fulfilled or waived, Stikeman Elliott LLP will return such subscription funds to the Purchaser together with any interest accrued thereon in its trust account.
Purchase and Sale of Units. 2.1 Subject to the terms and conditions in this Agreement, the Corporation hereby agrees to sell to the Underwriters and the Underwriters hereby agree, severally in respect of the percentages set out in Section 2.2, and not jointly or jointly and severally, to purchase from the Corporation, at the Closing Time all, but not less than all, of the Treasury Units at the purchase price of $10.00 per Treasury Unit. Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Treasury Units pursuant to the Final Prospectus.
2.2 The obligations of the Underwriters set out herein are several and not joint, nor joint and several, and shall be limited to the respective percentages of the aggregate number of Treasury Units (or to the extent the Over-Allotment Option is exercised, the Option Units at the Over- Allotment Closing Time) set out opposite the names of each of the Underwriters below: TD Securities Inc. 40% Cantor Xxxxxxxxxx & Co. 40% BMO Xxxxxxx Xxxxx Inc. 10% CIBC World Markets Inc. 10%
2.3 If an Underwriter does not complete the purchase of the Treasury Units which it has agreed to purchase hereunder (the “Defaulted Units”) for any reason whatsoever, the other Underwriters shall be entitled, at their option, to purchase on a pro rata basis (or on such other basis as they may mutually agree) all but not less than all of the Defaulted Units.
2.4 Nothing in this Agreement shall obligate the Corporation to sell less than all of the Treasury Units or shall relieve any Underwriter in default from liability to the Corporation. In the event of a termination by the Corporation of its respective obligations under this Agreement, there shall be no further liability on the part of the Corporation to the Underwriters except in respect of any liability which may have already arisen or may thereafter arise under Sections 13, 14 and 15, as applicable.
2.5 The Underwriters will be permitted to appoint, at their sole expense, other duly registered investment dealers and brokers as their agents to assist in the distribution of the Offered Units. The Underwriters shall, and shall require each such dealer, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the Distribution of the Offered Units (the “selling group”), to comply with all applicable laws and regulations and the terms and conditions of this Agreement. For greater certainty, the Underwriters shall deliver copies of the Final Prospectus and any Sup...
