RDIAF » Topics » FORM OF DECLARATION FOR REMOVAL OF LEGEND

This excerpt taken from the RDIAF 20-F filed Dec 17, 2007.

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO: Registrar and transfer agent for the Common Shares, Warrants and Warrant Shares of
  ROCKWELL VENTURES INC.
  (the “Issuer”):

     The undersigned (A) acknowledges that the sale of the securities of the Issuer represented by certificate number(s) _______________________, to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) it is not an “affiliate” (as defined in Rule 405 under the U.S. Securities Act) of the Issuer (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of an applicable Canadian stock exchange designated in Regulation S or any other designated offshore securities market and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on its behalf engaged or will be engaged in any directed selling efforts in the United States in connection with the offer and sale of such securities (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such securities with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

 Dated: _____________________________________________  
  (Name of Holder – please print)
     
  (Authorized Signature)
     
  (Official Capacity – please print)
     
(please print here the name of the individual whose signature appears above, if different from the name of holder printed above)
These excerpts taken from the RDIAF 20-F filed Dec 15, 2006.

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO: Registrar and transfer agent for the Common Shares, Warrants and Warrant Shares of ROCKWELL VENTURES INC.
(the “Issuer”):

               The undersigned (A) acknowledges that the sale of the securities of the Issuer represented by certificate number(s) _______________________, to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) it is not an “affiliate” (as defined in Rule 405 under the U.S. Securities Act) of the Issuer (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of an applicable Canadian stock exchange designated in Regulation S and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any person acting on its behalf engaged or will be engaged in any directed selling efforts in connection with the offer and sale of such securities (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Section 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Dated: __________________________
  (Name of Holder – please print)
   
   
  (Authorized Signature)
   
   
  (Official Capacity – please print)
   
   
  (please print here the name of the individual whose signature appears above, if different from the name of holder printed above)

B-1


Form of Declaration for Removal of Legend

TO:      Registrar and transfer agent for the Notes of Rockwell Ventures Inc. (“Rockwell”).

The undersigned (A) acknowledges that the sale of the securities of Rockwell to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not an “affiliate” of Rockwell (as that term is defined in Rule 405 under the U.S. Securities Act); (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the TSXV and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U. S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Dated _______________200_.

  X _________________________________________________
  Signature of individual (if Purchaser is an individual)
   
  X _________________________________________________
  Authorized signatory (if Purchaser is not an individual)
   
  Name of Purchaser (please print)
   
  Name of authorized signatory (please print)
   
  Official capacity of authorized signatory (please print)


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