Resale Restrictions and Legending of Securities. 8.1 The Investor acknowledges that any resale of the Securities will be subject to resale restrictions contained in the Applicable Securities Laws applicable to the Issuer, the Investor or any proposed transferee. All Investors will receive, for the Shares acquired, a certificate bearing the following legend imprinted thereof: “Unless permitted under securities legislation, the holder of the securities shall not trade the securities before [insert that date which is four months and a day from the Closing Date.] Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert that date which is four months and a day from the Closing Date.]”
Resale Restrictions and Legending of Securities. 7.1 The Subscriber hereby acknowledges and agrees that the Offering is being made pursuant to Exemptions and, as a result, the Securities will be subject to a number of statutory restrictions on resale and trading. Until these restrictions expire, the Subscriber will not be able to sell or trade the Securities unless the Subscriber complies with an exemption from the prospectus and registration requirements under Applicable Securities Laws. In addition to any statutory hold period imposed by Applicable Securities Laws, in general, unless permitted under securities legislation, the Subscriber cannot trade the securities in Canada before the date that is four months and a day after the Closing Date. See also section 7.3 below.
Resale Restrictions and Legending of Securities. 6.1 In addition to the acknowledgements given in Article 5 hereof, the Purchaser acknowledges that the Units (or any securities underlying the Units or that may be issued in connection with the Units) will be subject to statutory and Exchange imposed resale restrictions.
Resale Restrictions and Legending of Securities. 7.1 The Purchaser acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available
Resale Restrictions and Legending of Securities. 11.1 The Investor acknowledges that any resale of the Securities will be subject to resale restrictions contained in the Applicable Securities Laws applicable to the Corporation, the Investor or any proposed transferee. The certificates representing the Debentures will bear legends substantially in the following forms: NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. Common Shares issued upon conversion of the Debenture(s) shall bear legends substantially in the following forms: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, (B) TO THE CORPORATION, (C) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, IF AVAILABLE, OR (E) IN A TRANSACTION THAT DOES NOT OTHERWISE REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS IF AN OPINION OF COUNSEL, OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION, HAS BEEN PROVIDED TO THE CORPORATION TO THAT EFFECT. THE SECURITIES REPRESENTED BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE SECURITIES LAWS.
Resale Restrictions and Legending of Securities. 8.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or any proposed transferee. The Company is a reporting issuer in the Reporting Jurisdictions only. Accordingly, the Subscriber, if resident in any other province or territory of Canada, acknowledges and agrees that the applicable hold periods applicable in such other jurisdictions may be of indefinite length. The Subscriber acknowledges and agrees that it should consult its own counsel with respect to the applicable hold period in the jurisdiction in which it is a resident.
Resale Restrictions and Legending of Securities. 7.1 In addition to the acknowledgements given in section 6 hereof, the Purchaser acknowledges that the Shares and the Warrants will be subject to statutory and Exchange imposed resale restrictions. In addition, the Purchaser further acknowledges that, if any Warrants are exercised prior to the expiry of the statutory or Exchange imposed resale restrictions, the Warrant Shares obtained upon such exercise will also be subject to statutory or Exchange imposed resale restrictions. Purchasers are advised to consult their own legal advisors in this regard.
Resale Restrictions and Legending of Securities. 6.1 In addition to the acknowledgements given in Article 4 hereof, the Purchaser acknowledges that the Securities will be subject to statutory and Exchange imposed resale restrictions.
Resale Restrictions and Legending of Securities. 6.1 The Subscriber hereby acknowledges and agrees that the Offering is being made pursuant to the Exemptions and, as a result, the Securities will be subject to a number of statutory restrictions on resale and trading. Until these restrictions expire, the Subscriber will not be able to sell or trade the Securities unless the Subscriber complies with an exemption from the prospectus and registration requirements under Applicable Securities Laws.
Resale Restrictions and Legending of Securities. 6.1 In addition to the acknowledgements given in Article 5 hereof and elsewhere in this Subscription Agreement, the Purchaser acknowledges that the Purchaser's ability to transfer the Shares, Warrants and Warrant Shares is limited by, among other things, the Securities Laws. In particular, the Purchaser acknowledges having been informed that the Shares and Warrants, and any Warrant Shares issued upon exercise of the Warrants, are subject to resale restrictions under NI 45-102 and may not be sold or otherwise disposed of in Canada for a period of four months from the date of distribution of the Units, unless a statutory exemption is available or a discretionary order is obtained from the applicable securities commission allowing the earlier resale thereof. The Purchaser also acknowledges the resale restrictions referred to in this Article 6 and that there may be other restrictions on the Purchaser’s ability to resell the Securities under applicable Securities Laws, and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Securities. The Purchaser is advised to consult the Purchaser’s own legal advisors in this regard.
