Common use of Resale Restrictions Clause in Contracts

Resale Restrictions. 8.1 The Subscriber 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.

Appears in 43 contracts

Samples: Private Placement Subscription Agreement (Wolverine Resources Corp.), Private Placement Subscription Agreement (Wolverine Resources Corp.), Private Placement Subscription Agreement (Wolverine Resources Corp.)

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Resale Restrictions. 8.1 11.1 The Subscriber 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 Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 33 contracts

Samples: Settlement and Subscription Agreement, And Subscription Agreement (Rafina Innovations Inc.), Settlement and Subscription Agreement (HCi Viocare)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of any 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 The Securities may not 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.

Appears in 25 contracts

Samples: Private Placement Subscription Agreement (Online Disruptive Technologies, Inc.), Private Placement Subscription Agreement (Magicstem Group Corp.), Private Placement Subscription Agreement (Medicus Homecare Inc.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United StatesStates and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 24 contracts

Samples: Subscription Agreement (Broad Scope Enterprises Inc), Subscription Agreement (Surge Enterprises, Inc.), Subscription Agreement (Broad Scope Enterprises Inc)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares 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 Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities Shares 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.

Appears in 17 contracts

Samples: Private Placement Subscription Agreement (Wave Sync Corp.), Private Placement Subscription Agreement (Hudson Capital Inc.), Wave Sync Corp.

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United StatesStates and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 16 contracts

Samples: Private Placement Subscription Agreement (Neoview Holdings Inc.), Private Placement Subscription Agreement (Intervia Inc.), Private Placement Subscription Agreement (Reperio Exploration Inc.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United StatesStates and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. None of the Securities The Shares may not 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.

Appears in 11 contracts

Samples: Private Placement Subscription Agreement (Tombstone Exploration Corp), Private Placement Subscription Agreement (Willow Creek Enterprises Inc.), Private Placement Subscription Agreement (Willow Creek Enterprises Inc.)

Resale Restrictions. 8.1 10.1 The Subscriber acknowledges that any resale of any 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 The Securities may not 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.

Appears in 9 contracts

Samples: Private Placement Subscription Agreement (Respect Your Universe, Inc.), Private Placement Subscription Agreement (Online Disruptive Technologies, Inc.), Private Placement Subscription Agreement (Respect Your Universe, Inc.)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the The Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 9 contracts

Samples: Subscription Agreement (Logicom Inc.), Subscription Agreement (Skins Inc.), Subscription Agreement (Global Innovative Systems Inc)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 9 contracts

Samples: Private Placement Subscription Agreement (Jammin Java Corp.), Private Placement Subscription Agreement (Jammin Java Corp.), Private Placement Subscription Agreement (Ayers Exploration Inc.)

Resale Restrictions. 8.1 10.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 9 contracts

Samples: Private Placement Subscription Agreement (Coronado Corp.), Private Placement Subscription Agreement (Ecologic Transportation, Inc.), Private Placement Subscription Agreement (Digital Youth Network Corp.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that the Shares are not transferable and that any resale of any of the other Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Securities Act or the securities laws of any state of the United States. None States and that none of the Securities may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 7 contracts

Samples: Cancellation Agreement (Qnective, Inc.), Subscription Agreement (Qnective, Inc.), Subscription Agreement (Qnective, Inc.)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares 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 Shares have not been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities The Shares may not 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.

Appears in 7 contracts

Samples: Private Placement Subscription Agreement (Megawest Energy Corp.), Private Placement Subscription Agreement (Megawest Energy Corp.), Private Placement Subscription Agreement (Ore-More Resources Inc.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities Shares 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 Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities Shares may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 7 contracts

Samples: Private Placement Subscription Agreement (Epic Stores Corp.), Private Placement Subscription Agreement (Epic Stores Corp.), Debt Conversion Agreement (Nexaira Wireless Inc.)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States. None States and that none of the Securities may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 7 contracts

Samples: Subscription Agreement (Garmatex Holdings Ltd.), Subscription Agreement (Anavex Life Sciences Corp.), UAN Power Corp

Resale Restrictions. 8.1 9.1 The Subscriber 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.

Appears in 7 contracts

Samples: Rainmaker Subscription Agreement, Private Placement Subscription Agreement (Horiyoshi Worldwide Inc.), Share Exchange Agreement (Velvet Rope Special Events, Inc.)

Resale Restrictions. 8.1 10.1 The Subscriber acknowledges that any resale of any of the Securities Shares 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 Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities The Shares may not 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.

Appears in 6 contracts

Samples: Private Placement Subscription Agreement (Qwick Media Inc.), Private Placement Subscription Agreement (Maverick Minerals Corp), Subscription Agreement (Nexaira Wireless Inc.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of any of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States. None States and that none of the Securities may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 5 contracts

Samples: Subscription Agreement (Blue Sky Petroleum Inc.), Subscription Agreement (Green Hygienics Holdings Inc.), Subscription Agreement (Coronado Corp.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transfereetransferee as set forth in paragraph 6 of this Subscription Agreement. 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 not 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.

Appears in 4 contracts

Samples: Private Placement Subscription Agreement (Nascent Biotech Inc.), Subscription Agreement (Mantra Venture Group Ltd.), Mantra Venture Group Ltd.

Resale Restrictions. 8.1 7.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 4 contracts

Samples: Subscription Agreement (Avro Energy Inc.), Subscription Agreement (Avro Energy Inc.), Subscription Agreement (Yaletown Capital Inc.)

Resale Restrictions. 8.1 10.1 The Subscriber 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 Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 4 contracts

Samples: Private Placement Subscription Agreement (Fulucai Productions Ltd.), Private Placement Subscription Agreement (Voice Mobility International Inc), Private Placement Subscription Agreement (Pan American Gold Corp)

Resale Restrictions. 8.1 8.1. The Subscriber acknowledges that any resale of the Securities Shares 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 Shares have been registered under the 1933 Securities Act or the securities laws of any state of the United States. None of the Securities Shares may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 3 contracts

Samples: Private Placement Subscription Agreement (Luckycom Inc), Private Placement Subscription Agreement (Cross Click Media Inc.), Private Placement Subscription Agreement (Cross Click Media Inc.)

Resale Restrictions. 8.1 11.1 The Subscriber acknowledges that any resale of any 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 The Securities may not 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.

Appears in 3 contracts

Samples: Private Placement Subscription Agreement (Respect Your Universe, Inc.), Private Placement Subscription Agreement (Online Disruptive Technologies, Inc.), Private Placement Subscription Agreement (Online Disruptive Technologies, Inc.)

Resale Restrictions. 8.1 10.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United StatesStates and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 3 contracts

Samples: Subscription Agreement (Vantech Plastics CORP), Subscription Agreement (Mainland Resources Inc.), Subscription Agreement (Vantech Plastics CORP)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or of the securities laws of any state of the United StatesStates and that the Company has no obligation to register same under the 1933 Act, or the securities laws of any such state. None of the The Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 3 contracts

Samples: Subscription Agreement (True Religion Apparel Inc), Subscription Agreement (Pluristem Life Systems Inc), Subscription Agreement (True Religion Apparel Inc)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of any 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 The Securities may not 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.

Appears in 3 contracts

Samples: Private Placement Subscription Agreement (Blue Sphere Corp.), Sillenger Exploration Corp., Sillenger Exploration Corp.

Resale Restrictions. 8.1 8.1. The Subscriber 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.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Ophion Management Ltd.), Private Placement Subscription Agreement (Northridge Ventures Inc.)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United StatesStates and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. None of the Securities The Shares may not 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.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Fundstech Corp), Auto Photo Technologies Inc

Resale Restrictions. 8.1 9.1 The Subscriber 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 not been registered under the 1933 Act or the securities laws of any state of the United States. None of the The Securities may not 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.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Southern Star Energy Inc.), Private Placement Subscription Agreement (Southern Star Energy Inc.)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United StatesStates and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Neoview Holdings Inc.), Private Placement Subscription Agreement (Comtrix, Inc.)

Resale Restrictions. 8.1 The Subscriber 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 of 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 United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Counterpath Solutions, Inc.), Private Placement Subscription Agreement (Counterpath Solutions, Inc.)

Resale Restrictions. 8.1 8.1. The Subscriber acknowledges that any resale of the Securities Shares 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 Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities Shares may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Wishart Enterprises LTD), Private Placement Subscription Agreement (Wishart Enterprises LTD)

Resale Restrictions. 8.1 12.1 The Subscriber acknowledges that any resale of any of the Securities Shares 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 Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities The Shares may not 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.

Appears in 2 contracts

Samples: Settlement and Subscription Agreement (Nexaira Wireless Inc.), Nexaira Wireless Inc.

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or Act, the securities laws of any state of the United StatesStates or any province or territory of Canada. None of the The Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (California Oil & Gas Corp), Private Placement Subscription Agreement (California Oil & Gas Corp)

Resale Restrictions. 8.1 9.1 The Subscriber 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 of 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 United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Counterpath Solutions, Inc.), Private Placement Subscription Agreement (Counterpath Solutions, Inc.)

Resale Restrictions. 8.1 7.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United StatesStates and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. None of the Securities The Shares may not 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.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Fundstech Corp), Private Placement Subscription Agreement (Fundstech Corp)

Resale Restrictions. 8.1 4.1 The Subscriber acknowledges that any resale of any 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 The Securities may not 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.

Appears in 2 contracts

Samples: Subscription Agreement (Anavex Life Sciences Corp.), Subscription Agreement (Lake Victoria Mining Company, Inc.)

Resale Restrictions. 8.1 9.1 The Subscriber 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 United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 2 contracts

Samples: Debt Conversion Option Agreement (Online Disruptive Technologies, Inc.), Online Disruptive Technologies, Inc.

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares 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 Shares have been registered under the 1933 Securities Act or the securities laws of any state of the United States. None of the Securities Shares 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.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Takung Art Co., Ltd.)

Resale Restrictions. 8.1 (a) The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the The Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Asia Broadband Inc

Resale Restrictions. 8.1 15.1 The Subscriber acknowledges that any resale of the Securities Shares 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 Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities Shares may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Counterpath Corp)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of any of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States. None States and that none of the Securities may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Subscription Agreement (Biopack Environmental Solutions Inc.)

Resale Restrictions. 8.1 10.1 The Subscriber acknowledges that any resale of the Securities will Shares (and any of the common shares into which they may be converted)will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Biopack Environmental Solutions Inc.)

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Resale Restrictions. 8.1 7.1 The Subscriber acknowledges that the Debentures and the Warrants are not transferable and that any resale of any of the other Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States. None States and that none of the Securities may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Subscription Agreement (Manas Petroleum Corp)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not yet been registered under the 1933 Act or of the securities laws of any state of the United States. None of the The Securities may not 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.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (L a M Y)

Resale Restrictions. 8.1 (a) The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Subscription Agreement (Asia Broadband Inc)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of any 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 The Securities may not 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.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Striker Energy Corp)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares 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 Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities Shares may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Pluris Energy Group Inc)

Resale Restrictions. 8.1 10.1 The Subscriber 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 United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: www.sec.gov

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares or Warrants will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares and Warrants have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the Securities The Shares and Warrants may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Subscription Agreement (California Oil & Gas Corp)

Resale Restrictions. 8.1 12.1 The Subscriber acknowledges that any resale of any 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 The Securities may not 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.

Appears in 1 contract

Samples: Debt Conversion Agreement (Kore Nutrition, Inc.)

Resale Restrictions. 8.1 7.1 The Subscriber acknowledges that any resale of any 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 The Securities may not 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.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Orgenesis Inc.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States; however, the Company does intend to register the Shares per the terms set forth in that certain Registration Rights Agreement executed concurrently herewith. None of the Securities The Shares may not 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.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Ethos Environmental, Inc.)

Resale Restrictions. 8.1 11.1 The Subscriber acknowledges that any resale of any 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 The Securities may not 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.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Sweetwater Resources, Inc.)

Resale Restrictions. 8.1 The Subscriber acknowledges that the Debenture is not transferable and that any resale of any of the other Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States. None States and that none of the Securities may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Subscription Agreement (Maverick Minerals Corp)

Resale Restrictions. 8.1 10.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United StatesStates and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. None of the Securities The Shares may not 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. 11.

Appears in 1 contract

Samples: Allstar Restaurants

Resale Restrictions. 8.1 (1) The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United StatesStates and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Algae Resource Holdings Inc.)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that restrictions on the transfer, sale or other subsequent disposition of the Shares by the Subscriber may be imposed by securities laws in addition to any restrictions referred to in Section 8.1 above.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Black Hawk Exploration)

Resale Restrictions. 8.1 10.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the The Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Digital Youth Network Corp.)

Resale Restrictions. 8.1 10.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United StatesStates and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. None of the Securities The Shares may not 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.

Appears in 1 contract

Samples: Subscription Agreement (Cyber Informatix, Inc.)

Resale Restrictions. 8.1 The Subscriber acknowledges that the Shares are not transferable and that any resale of any of the other Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Securities Act or the securities laws of any state of the United States. None States and that none of the Securities may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Subscription Agreement (Qnective, Inc.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each 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 not 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.

Appears in 1 contract

Samples: Subscription Agreement (Enertopia Corp.)

Resale Restrictions. 8.1 The 8.1The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United StatesStates and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Private Placement Subscription Agreement

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state of the United States. None of the The Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Subscription Agreement (Skins Inc.)

Resale Restrictions. 8.1 7.1 The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or the securities laws of any state State of the United States. None of States and that none Of the Securities may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Subscription Agreement (DSG Global Inc.)

Resale Restrictions. 8.1 9.1 The Subscriber acknowledges that any resale of the Securities Shares 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 Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities Shares 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.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Empire Global Corp.)

Resale Restrictions. 8.1 10.1 The Subscriber 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.

Appears in 1 contract

Samples: Subscription Agreement (Dundee Agricultural Corp)

Resale Restrictions. 8.1 The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the The Securities may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Subscription Agreement (Global Innovative Systems Inc)

Resale Restrictions. 8.1 5.1 The Subscriber acknowledges that any resale of the Securities Shares will be subject to resale restrictions contained in the securities legislation applicable to the each Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Subscription Agreement (Bulldog Technologies Inc)

Resale Restrictions. 8.1 12.1 The Subscriber 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 Shares have not been registered under the 1933 Act or of the securities laws of any state of the United States. None of the Securities The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

Appears in 1 contract

Samples: Settlement and Subscription Agreement (Megawest Energy Corp.)

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