Agent’s Covenants. The Agent covenants and agrees with the Corporation that it will: (a) use its best efforts to identify Subscribers for the Offered Securities; (b) conduct its activities in connection with the proposed offer and sale of the Offered Securities in compliance with all Applicable Securities Laws of the Selling Jurisdictions and cause a similar covenant to be contained in any agreement entered into with any selling dealer group in connection with the distribution of the Offered Securities; (c) not solicit subscriptions for Offered Securities, trade in Common Shares or otherwise do any act in furtherance of a trade of Common Shares outside of the Selling Jurisdictions; (d) not advertise the proposed offering or sale of the Offered Securities in printed media of general or regular paid circulation, radio or television; (e) obtain from each Subscriber an executed Subscription Agreement, including all applicable exhibits thereto and deliver all such Subscription Agreements to the Corporation at least 24 hours prior to the applicable Closing Time; (f) obtain from each Subscriber such applicable forms as may be required by the Exchange, the OTCBB or the relevant Securities Commissions and supplied to the Agent for completion in connection with the distribution of the Offered Securities; (g) provide to the Corporation as soon as practicable following the applicable Closing Date all information necessary to allow the Corporation to file with each of the Securities Commissions, if required, a report of trade in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the applicable Closing Date; (h) not offer or sell any Offered Securities, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf will engage in any Directed Selling Efforts in the United States with respect to the Offered Securities; and (i) not engage in hedging transactions with regard to the Offered Securities prior to the expiration of the one-year period commencing on the later of the commencement of the offering of Offered Securities and the Closing Date, in each case unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or unless such hedging transactions are pursuant to an exemption therefrom, and they will comply with the “offering restrictions” requirement in Rule 902(g) of Regulation S.
Appears in 2 contracts
Samples: Agency Agreement (Kodiak Energy, Inc.), Agency Agreement (Kodiak Energy, Inc.)
Agent’s Covenants. The Agent Each of the Agents, severally, and not jointly and not jointly and severally, covenants and agrees with the Corporation that it willthat:
(a) use its best efforts to identify Subscribers for it will offer the Offered SecuritiesShares for sale to the public in the Qualifying Provinces and may, subject to the terms of this Agreement, offer and sell the Offered Shares in the United States, all in the manner contemplated by Schedule "A" attached hereto, and in the United Kingdom;
(b) it will conduct its activities in connection with the proposed offer and sale of the Offered Securities Shares in compliance with all the Applicable Securities Laws of the Selling Jurisdictions and cause a similar covenant to be contained in any agreement entered into with any selling dealer group Selling Dealer Group established in connection with the distribution of the Offered SecuritiesShares;
(c) not solicit subscriptions for it will use all reasonable efforts to complete the distribution of Offered Securities, trade in Common Shares or otherwise do any act in furtherance of a trade of Common Shares outside of the Selling Jurisdictionsas soon as possible;
(d) it will not advertise solicit offers to purchase or sell the proposed offering Offered Shares or sale otherwise conduct activities so as to require registration of the Offered Securities Shares or the filing of a prospectus, registration statement or other notice or document with respect to the distribution of the Offered Shares under the laws of any jurisdiction other than the Qualifying Provinces except in printed media any jurisdiction outside of general Canada in compliance with the applicable laws thereof and provided that the Agent may so solicit, trade or regular paid circulationact within such jurisdiction only if such solicitation, radio trade or television;act is in compliance with applicable laws in such jurisdiction and does not require the qualification or registration of the
(e) obtain from each Subscriber an executed Subscription AgreementOffered Shares in that jurisdiction or the filing of a prospectus, including all applicable exhibits thereto and deliver all such Subscription Agreements registration statement or other notice or document with respect to the Corporation at least 24 hours prior distribution of the Offered Shares under the laws of such jurisdiction and will cause a similar covenant to the applicable Closing Time;
(f) obtain from each Subscriber such applicable forms as may be required by the Exchange, the OTCBB or the relevant Securities Commissions and supplied to the Agent for completion contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered SecuritiesShares. All offers and sales of Offered Shares made by the Agents or its U.S. Placement Agent shall comply with the requirements set forth in Schedule "A" hereto. The Agent shall be entitled to assume that the Offered Shares are qualified for distribution in the Qualifying Provinces where the Final Passport System Decision Document has been issued signifying that a receipt, deemed or otherwise, for the Prospectus has been obtained from the Securities Commissions following the filing of the Prospectus unless the Agent receives notice to the contrary from the Corporation or the Securities Commissions;
(f) as soon as reasonably practicable after the Closing Date (and in any event within 30 days thereof), it will provide the Corporation with a breakdown of the number of Offered Shares sold in each of the Qualifying Provinces and, upon completion of the distribution of the Offered Shares, provide to the Corporation and to the Securities Commissions notice to that effect, if required by Canadian Securities Laws;
(g) provide it and its affiliates shall make all communications, invitations and inducements and conduct all other activities relating to the Corporation as soon as practicable following the applicable Closing Date all information necessary to allow the Corporation to file with each offer and sale of the Securities Commissions, if required, a report of trade Offered Shares in or into the United Kingdom only in accordance with securities laws, rules, regulations UK Securities Laws and policies shall not offer any of the Selling Jurisdictions Offered Shares to the public in the United Kingdom within 10 days the meaning of the applicable Closing Datesections 85 and 102B of FSMA;
(h) it and its affiliates have conducted their activities in connection with the sale of the Offered Shares in compliance with UK Securities Laws on a basis exempt from section 21 of FSMA and any prospectus or similar disclosure or registration requirement of applicable securities legislation, all in the manner contemplated by this Agreement and specially that they not offered or sold and shall not offer or sell any Offered Securities, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any Shares to persons acting on its or their behalf will engage in any Directed Selling Efforts in the United States Kingdom in connection with respect to the Offered Securities; and
(i) not engage in hedging transactions with regard to the Offered Securities prior to the expiration of the one-year period commencing on the later of the commencement of the offering of Offered Securities and Shares except to persons who are (a) a "qualified investors" within the Closing Date, in each case unless such securities are registered under the U.S. Securities Act and the securities laws meaning of all applicable states of the United States or unless such hedging transactions are pursuant to an exemption therefrom, and they will comply with the “offering restrictions” requirement in Rule 902(gSection 86(7) of Regulation S.FSMA acting as principal or in circumstances to which section 86(2) of FSMA applies and
Appears in 1 contract
Samples: Agency Agreement
Agent’s Covenants. The Agent hereby represents and warrants to, and covenants with the Corporation that it is duly qualified and registered to carry on business as a securities dealer in each of the Selling Jurisdictions where the sale of the Units requires such qualification and/or registration in a manner that permits the sale of the Offered Securities on a basis described herein. The Agent covenants and agrees with the Corporation that it will, and it will cause a similar covenant to be contained in any agreement entered into with any member of the Selling Dealer Group established in connection with the distribution of the Offered Securities:
(a) use its best efforts to identify Subscribers for the Offered Securities;
(b) conduct its activities in connection with the proposed offer and sale of the Offered Securities in compliance with this Agreement and all Applicable Securities Laws of the Selling Jurisdictions and cause a similar covenant to be contained in any agreement entered into with any selling dealer group in connection with the distribution of the Offered SecuritiesLaws;
(cb) not solicit subscriptions for Offered Securities, trade in Common Shares Offered Securities or otherwise do any act in furtherance of a trade of Common Shares Offered Securities outside of the Selling JurisdictionsJurisdictions except in any other jurisdiction in compliance with the Laws thereof and provided that the Agent may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with Securities Laws in such jurisdiction and does not:
(i) obligate the Corporation to take any action to qualify or register any of its securities or any trade of any of its securities (including the distribution of the Offered Securities);
(dii) not advertise obligate the proposed offering Corporation to establish or sale of maintain any office or director or officer in such jurisdiction; or
(iii) subject the Offered Securities Corporation to any reporting or other requirement in printed media of general or regular paid circulation, radio or televisionsuch jurisdiction;
(ec) obtain from each Subscriber an executed Subscription Agreement, including Agreement and all applicable exhibits thereto undertakings, questionnaires and deliver all such Subscription Agreements to other forms required under Securities Laws or requirements of the Corporation at least 24 hours prior to the applicable Closing Time;
(f) obtain from each Subscriber such applicable forms as may be required by the Exchange, the OTCBB or the relevant Securities Commissions Exchange and supplied to the Agent by the Corporation for completion in connection with the distribution of the Offered Securities;
(g) provide to the Corporation as soon as practicable following the applicable Closing Date all information necessary to allow the Corporation to file with each of the Securities Commissions, if required, a report of trade in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the applicable Closing Date;
(h) not offer or sell any Offered Securities, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf will engage in any Directed Selling Efforts in the United States with respect to the Offered Securities; and
(id) not engage in hedging transactions with regard any form of general solicitation or advertise the proposed Offering in printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, nor provide or make available to the Offered Securities prior to the expiration of the one-year period commencing on the later of the commencement of the offering prospective purchasers of Offered Securities and the Closing Date, in each case unless such securities are registered any document or material which would constitute an offering memorandum as defined under the U.S. Securities Act and the securities laws of all applicable states of the United States or unless such hedging transactions are pursuant to an exemption therefrom, and they will comply with the “offering restrictions” requirement in Rule 902(g) of Regulation S.Laws.
Appears in 1 contract
Agent’s Covenants. The Agent covenants Agents covenant and agrees agree with the Corporation that it they will:
(a) offer the Offered Securities for sale to the public, directly and through sub-agents, if any, in compliance with the Applicable Securities Laws and upon the terms and conditions set forth in the Prospectuses, any Supplementary Material and in this Agreement, including Schedule "A" hereto. The Agents shall be obligated only to use its best their commercially reasonable efforts to identify Subscribers find purchasers for the Offered SecuritiesSecurities and shall, except as otherwise contemplated hereunder, be under no obligation to purchase any Offered Securities as principal, or to retain any sub-agents. Notwithstanding the foregoing, the Agents will not be liable to the Corporation under paragraph 20(a) with respect to a default by any sub-agent under this paragraph 20(a) if the Agents are not themselves also in default;
(b) conduct its activities in connection with the proposed offer and sale distribution of the Units and Offered Securities in compliance with all Applicable Securities Laws of the Selling Jurisdictions and applicable United States federal and state securities laws, including as set forth in Schedule "A", and cause a similar covenant to be contained in any written agreement entered into with any selling dealer group Selling Dealer Group established in connection with the distribution of the Offered Securities;
(c) not solicit subscriptions for the Offered Securities, trade in Common Shares Offered Securities or otherwise do any act in furtherance of a trade of Common Shares Offered Securities in any jurisdictions outside of the Selling Jurisdictions;Qualifying Provinces, except as contemplated in Schedule "A" attached hereto or in such other jurisdictions outside of Canada and the United States provided that such sales are made in accordance with the applicable securities laws of such jurisdictions and with the agreement of the Corporation; and
(d) not advertise as soon as reasonably practicable after the proposed offering or sale Closing Date (and in any event within 30 days thereof) provide the Corporation with a breakdown of the number of Offered Securities sold in printed media each of general or regular paid circulationthe Qualifying Provinces and, radio or television;
(e) obtain from each Subscriber an executed Subscription Agreement, including all applicable exhibits thereto and deliver all such Subscription Agreements to the Corporation at least 24 hours prior to the applicable Closing Time;
(f) obtain from each Subscriber such applicable forms as may be required by the Exchange, the OTCBB or the relevant Securities Commissions and supplied to the Agent for upon completion in connection with of the distribution of the Offered Securities;
(g) , provide to the Corporation as soon as practicable following the applicable Closing Date all information necessary and to allow the Corporation to file with each of the Securities CommissionsCommissions notice to that effect, if required, a report of trade in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the applicable Closing Date;
(h) not offer or sell any Offered Securities, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf will engage in any Directed Selling Efforts in the United States with respect to the Offered Securities; and
(i) not engage in hedging transactions with regard to the Offered required by Applicable Securities prior to the expiration of the one-year period commencing on the later of the commencement of the offering of Offered Securities and the Closing Date, in each case unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or unless such hedging transactions are pursuant to an exemption therefrom, and they will comply with the “offering restrictions” requirement in Rule 902(g) of Regulation S.Laws.
Appears in 1 contract
Samples: Agency Agreement
Agent’s Covenants. The Agent covenants and agrees with the Corporation that it will:
(a) use its best efforts to identify Subscribers for the Offered Securities;
(b) conduct its activities in connection with the proposed offer and sale of the Offered Securities Offering in compliance with this Agreement and all Applicable Securities Laws of the Selling Jurisdictions and cause a similar covenant to be contained in any agreement entered into with any selling dealer group Selling Dealer Group established in connection with the distribution of the Offered Securities;
(cb) not solicit subscriptions for Offered SecuritiesFT Units, trade in Common the FT Shares and Warrants comprising the FT Units or otherwise do any act in furtherance of a trade of Common the FT Shares and Warrants comprising the FT Units outside of the Selling Offering Jurisdictions, except as the Agent and the Corporation may mutually agree and provided that the Agent may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with Applicable Laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Corporation to establish or maintain any office, director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;
(d) not advertise the proposed offering or sale of the Offered Securities in printed media of general or regular paid circulation, radio or television;
(ec) obtain from each Subscriber an a duly completed and executed Subscription Agreement, including Agreement in the appropriate form and all applicable exhibits thereto representation letters and deliver all such Subscription Agreements to the Corporation at least 24 hours prior to the applicable Closing Time;
(f) obtain from each Subscriber such applicable other forms as may be required by the Exchange, the OTCBB or the relevant under Applicable Securities Commissions Laws and supplied to the Agent by the Corporation for completion in connection with the distribution of the Offered Securities;
(gd) not advertise the proposed offering or sale of any Offered Securities in printed media of general and regular paid circulation, radio, television or the internet nor provide or make available to prospective purchasers of Offered Securities any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws; and
(e) provide to the Corporation as soon as practicable following all necessary information in respect of the applicable Closing Date all information necessary Agent and the Subscribers to allow the Corporation to file with each of the Securities Commissions, if required and within the time frames required, a report reports of trade the trades of the Offered Securities in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the applicable Closing Date;
(h) not offer or sell any Offered Securities, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf will engage in any Directed Selling Efforts in the United States with respect to the Offered Securities; and
(i) not engage in hedging transactions with regard to the Offered Applicable Securities prior to the expiration of the one-year period commencing on the later of the commencement of the offering of Offered Securities and the Closing Date, in each case unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or unless such hedging transactions are pursuant to an exemption therefrom, and they will comply with the “offering restrictions” requirement in Rule 902(g) of Regulation S.Laws.
Appears in 1 contract
Samples: Agency Agreement
Agent’s Covenants. The Agent covenants with the Corporation, and acknowledges that the Corporation is relying on such covenants, that;
(a) it will offer the Units, and, if applicable, the Over-Allotment Units for sale to the public only in the Qualifying Jurisdictions on behalf of the Corporation, directly and through other investment dealers and brokers (the Agent, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), only as permitted by applicable Securities Laws, upon the terms and conditions set forth this Agreement. The Agent may also offer and sell the Units and, if applicable, the Over-Allotment Units outside of Canada and the United States in a manner which is exempt from the prospectus and registration requirements of any such jurisdiction. The Agent covenants and agrees with it will not, directly or indirectly, offer the Units or, if applicable, Over-Allotment Units, for sale nor sell the Units or, if applicable, Over-Allotment Units, in any jurisdiction, other than the Selling Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the Corporation that it will:having any reporting or other obligation in such jurisdiction;
(ab) the Agent will use its best efforts to identify Subscribers for the Offered Securities;
(b) conduct its activities in connection with the proposed offer and sale of the Offered Securities in compliance with all Applicable Securities Laws of the Selling Jurisdictions and cause a similar covenant to be contained in any agreement entered into with any selling dealer group in connection with complete the distribution of the Offered SecuritiesUnits, and, if applicable, the Over-Allotment Units as promptly as possible and will notify the Corporation when, in its opinion, the distribution of the Units, and, if applicable, the Over-Allotment Units shall have ceased and provide a breakdown of the number of Offered Units, and, if applicable, the Over-Allotment Units distributed in each Qualifying Jurisdiction where such breakdown is required for the purpose of calculating fees payable to a Securities Commission or other securities regulatory body;
(c) not solicit subscriptions for Offered Securitiesthe Agent will cause each purchaser to execute a selling securityholder form (a “Selling Securityholder Form”) which shall be completed to provide information and indemnification as is customarily provided by selling securityholders, trade in Common Shares or otherwise do any act in furtherance and Agent shall provide the Corporation copies of a trade of Common Shares outside each such Selling Security Form no later than two (2) days prior to filing of the Selling JurisdictionsU.S. Preliminary Prospectus;
(d) it will not advertise the proposed offering or sale make use of any “greensheet” in respect of the Offered Corporation and the Offering without the prior written approval of the Corporation, acting reasonably, and in compliance with all applicable laws (including Securities in printed media of general or regular paid circulation, radio or televisionLaws);
(e) obtain from each Subscriber an executed Subscription Agreement, including all applicable exhibits thereto and deliver all such Subscription Agreements it will not make any representations or warranties with respect to the Corporation at least 24 hours or the Units or, if applicable, Over-Allotment Units, other than as set forth in this Agreement, the U.S. Preliminary Prospectus, the U.S. Prospectus, the Registration Statement, any Amendment or otherwise, as applicable, with the prior to written approval of the applicable Closing TimeCorporation;
(f) obtain from each Subscriber such applicable forms as may provided that it is otherwise satisfied, in its sole discretion, it will execute and deliver to the Corporation the certificate required to be required executed by the Exchange, the OTCBB or the relevant Agent under applicable Securities Commissions and supplied to the Agent for completion Laws in connection with the distribution of U.S. Preliminary Prospectus, the Offered SecuritiesU.S. Prospectus, the Registration Statement, as applicable, and any Amendment;
(g) provide to the Corporation as soon as practicable following Agent will offer and sell the applicable Closing Date all information necessary to allow Units, Unit Shares or Warrants outside the Corporation to file with each of the Securities Commissions, if required, a report of trade in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the applicable Closing Date;
(h) not offer or sell any Offered Securities, except United States only in accordance with Rule 903 of Regulation S under the U.S. Securities Act;
(h) the Agent has not engaged in, nor will it engage in, any directed selling efforts (as defined in Regulation S) in connection with the offer and accordinglysale of the Units;
(i) the Agent will not distribute either directly or indirectly any of the Unit Shares, neither the Agent, its affiliates nor any persons acting on its Warrants or their behalf will engage in any Directed Selling Efforts Warrant Shares in the United States with respect or to, or for the account or benefit of, a U.S. person (as defined in Regulation S, a “U.S. Person”) or person in the United States; except pursuant to registration under the Offered Securities; andU.S. Securities Act or pursuant to an available exemption from registration under the U.S. Securities Act;
(ij) the Agent will not engage in hedging transactions in the Unit Shares, Warrants or Warrant Shares except in compliance with regard to the Offered U.S. Securities Act;
(k) the Agent agrees that prior to the expiration of the one-year distribution compliance period commencing on set forth in Rule 903(b)(3) of Regulation S under the later U.S. Securities Act with regard to the Unit Shares, Warrants or Warrant Shares, it will not offer, sell or transfer, directly or indirectly, any of the commencement Unit Shares, Warrants or Warrant Shares except in accordance with the provisions of Regulation S, pursuant to registration under the offering U.S. Securities Act or pursuant to an available exemption from registration under the U.S. Securities Act;
(l) the Agent understands and acknowledges that the Unit Shares, Warrants or Warrant Shares are “restricted securities” within the meaning of Offered Rule 144 under the U.S. Securities Act, and that if in the Closing Datefuture it decides to offer, resell, pledge or otherwise transfer any of such securities, such securities may be offered, resold, pledged or otherwise transferred, directly or indirectly, only (i) to the Corporation; (ii) pursuant to an effective registration statement under the U.S. Securities Act; (iii) in accordance with Rule 144 under the U.S. Securities Act, if available, and, in each case unless such case, in compliance with any applicable securities are registered laws of any state of the United States; (iv) in accordance with Regulation S under the U.S. Securities Act; or (v) pursuant to another exemption from the registration requirements under the U.S. Securities Act and the any applicable securities laws of all applicable states any state of the United States States, after providing an opinion of counsel, of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the proposed transfer may be effected without registration under the U.S. Securities Act; and
(m) the Agent acknowledges and agrees that the Corporation is hereby bound by this Agreement and its agreements with its transfer agent to refuse to register any transfer of the Unit Shares, Warrants or unless such hedging transactions are Warrant Shares not made in accordance with Regulation S, pursuant to registration under the U.S. Securities Act or pursuant to an available exemption therefrom, from registration under the U.S. Securities Act and they will comply in compliance with the “offering restrictions” requirement in Rule 902(g) of Regulation S.any applicable local laws and regulations.
Appears in 1 contract
Agent’s Covenants. The Agent covenants Agents covenant and agrees agree with the Corporation that it they will:
(a) use its best efforts to identify Subscribers for the Offered Securities;
(b) conduct its activities in connection with the proposed offer and sale of the Offered Offering Special Warrants and the distribution of the Underlying Offering Securities issuable upon the exercise or deemed exercise of the Offering Special Warrants in compliance with all the Applicable Securities Laws of the Selling Jurisdictions and cause a similar covenant to be contained in any agreement entered into with any selling dealer group other investment dealers or brokers comprising part of a Selling Dealer Group established in connection with the distribution Offering;
(b) not advertise the proposed offering or sale of the Offered SecuritiesOffering Special Warrants in the printed media of general and regular paid circulation, radio, television or telecommunications including electronic display;
(c) not solicit subscriptions for Offered Securitiesthe Offering Special Warrants, trade in Common Shares Offering Special Warrants or otherwise do any act in furtherance of a trade of Common Shares Offering Special Warrants or Underlying Offering Securities outside of the Selling Jurisdictions;
(d) not advertise take any actions or make available to prospective Subscribers any documents or materials, which would constitute or require the proposed Corporation to prepare an offering or sale of the Offered memorandum as defined under Applicable Securities in printed media of general or regular paid circulation, radio or televisionLaws;
(e) obtain from each Subscriber Subscriber, an executed Subscription Agreement, including all applicable exhibits thereto Agreement and deliver all such Subscription Agreements to the Corporation at least 24 hours prior to the applicable Closing Time;
(f) obtain from each Subscriber such applicable forms as may be required by the Exchange, the OTCBB Securities Commissions or the relevant Securities Commissions and Corporation as supplied by the Corporation to the Agent Agents for completion in connection with the distribution of the Offered Securities;delivery hereunder; and
(gf) provide to the Corporation as soon as practicable following all necessary information in respect of the applicable Closing Date all information necessary Agents and the Subscribers, to allow the Corporation to file file, with each of the Securities Commissions, if required, a report reports of trade the trades of the Special Warrants in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions Applicable Securities Laws within 10 ten days of the applicable Closing Date;
(h) not offer or sell any Offered Securities, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf will engage in any Directed Selling Efforts in the United States with respect to the Offered Securities; and
(i) not engage in hedging transactions with regard to the Offered Securities prior to the expiration of the one-year period commencing on the later of the commencement of the offering of Offered Securities and the Closing Date, in each case unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or unless such hedging transactions are pursuant to an exemption therefrom, and they will comply with the “offering restrictions” requirement in Rule 902(g) of Regulation S..
Appears in 1 contract
Samples: Agency Agreement
Agent’s Covenants. The Agent (a) Each of the Agents severally and not jointly, nor jointly and severally, covenants and agrees with the Corporation that it will:
(a) use its best efforts to identify Subscribers for the Offered Securities;
(bi) conduct its activities in connection with the proposed offer and sale of the Offered Securities Receipts in compliance with all Applicable Securities Laws of the Selling Jurisdictions and Schedule A attached hereto and cause a similar covenant to be contained in any agreement entered into with any selling dealer group Selling Dealer Firms established in connection with the distribution of the Offered SecuritiesReceipts;
(cii) not solicit subscriptions for the Offered SecuritiesReceipts, trade in Common Shares Offered Receipts or otherwise do any act in furtherance of a trade of Common Shares Offered Receipts in any jurisdictions outside of the Selling JurisdictionsQualifying Provinces, or, subject to Section 18(c), in other jurisdictions outside of Canada or the United States provided that such sales are made in accordance with Applicable Securities Laws of such jurisdictions, do not subject the Corporation (or any of its directors, officers or employees) to any requirement to register, complete or obtain filings or approvals or to any inquiry, investigation or proceeding by any regulatory authority in such other jurisdictions;
(diii) as soon as reasonably practicable after the Closing Date, but not advertise later than 30 days following the proposed offering or sale Closing Date, provide the Corporation with a breakdown of the number of Offered Securities Receipts sold in printed media each of general or regular paid circulationthe Qualifying Provinces and, radio or television;
(e) obtain from each Subscriber an executed Subscription Agreement, including all applicable exhibits thereto and deliver all such Subscription Agreements to the Corporation at least 24 hours prior to the applicable Closing Time;
(f) obtain from each Subscriber such applicable forms as may be required by the Exchange, the OTCBB or the relevant Securities Commissions and supplied to the Agent for upon completion in connection with of the distribution of the Offered SecuritiesReceipts, provide to the Corporation, the Securities Commissions and the TSX notice to that effect;
(giv) provide not solicit offers to purchase or sell the Offered Receipts or otherwise conduct activities so as to require registration of the Offered Receipts or the filing of a prospectus, registration statement or other notice or document with respect to the Corporation as soon as practicable following distribution of the applicable Closing Date all information necessary Offered Receipts under the Laws of any jurisdiction; and
(v) only solicit subscriptions for Offered Receipts and sell the Offered Receipts on in accordance with the terms and conditions of this Agreement (including Schedule A hereto), the Subscription Receipt Agreement and in compliance with Applicable Securities Law, in those jurisdictions where they may be lawfully offered for sale or sold.
(b) For the purposes of this Section 18, the Agents shall be entitled to allow assume that the Corporation Offered Receipts may be lawfully offered for sale and sold in the Qualifying Provinces if the Final Receipt has been issued, or deemed to file with each of be issued, by the Securities Commissions, if requiredprovided the Agents do not have actual knowledge, a report and have not been notified in writing by the Corporation, of trade in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the applicable Closing Date;any circumstances that would legally prohibit such distribution.
(hc) not The Agents shall be entitled to offer or sell any the Offered Securities, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf will engage in any Directed Selling Efforts Receipts to certain purchasers in the United States in accordance with the terms set out in Schedule A attached hereto, which terms, and the representations, warranties and covenants set out in such Schedule, shall be deemed to be incorporated by reference into this Agreement.
(d) No Agent will be liable to the Corporation under this Section 18 with respect to a default by the Offered Securities; andother Agent or any member of the Selling Dealer Firms but will be liable to the Corporation only for its own default.
(ie) not engage in hedging transactions with regard Closing is subject to the Offered Securities prior Minimum Offering being obtained. All funds received by the Agents for subscriptions will be held in trust by the Agents until the Minimum Offering has been obtained or will be returned to the expiration subscribers without interest or deduction if the Minimum Offering is not obtained within the period of time required to complete the one-year period commencing on the later of the commencement of the offering of Offered Securities and the Closing Date, in each case unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or unless such hedging transactions are Offering pursuant to an exemption therefromApplicable Securities Laws, and they will comply with unless the “offering restrictions” requirement in Rule 902(g) of Regulation S.subscribers have otherwise instructed the Agents.
Appears in 1 contract
Agent’s Covenants. The Agent hereby covenants and agrees with the Corporation and GVI that it will:
(a) use its best efforts to identify Subscribers for the Offered Securities;
(b) conduct its activities in connection with the proposed offer and sale of the Offered Securities Notes in compliance with this Agreement and all Applicable Securities Laws of in the Selling Jurisdictions and cause a similar covenant to be contained in any agreement entered into with each member of any selling dealer group Selling Dealer Group established in connection with the distribution of the Offered SecuritiesNotes;
(cb) not solicit subscriptions for Offered SecuritiesNotes, trade in Common Shares the Notes or otherwise do any act in furtherance of a trade of Common Shares the Notes outside of the Selling JurisdictionsJurisdictions except in any other jurisdiction in compliance with the applicable laws thereof and provided that the Agent (as applicable) may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with Applicable Securities Laws in such jurisdiction and does not: (i) obligate the Corporation, to take any action to qualify or register any of its securities or any trade of any of its securities (including the distribution of the Notes or to file any prospectus or similar document in respect thereof; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;
(c) obtain from each Subscriber an executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws of the Selling Jurisdictions or requirements of the Exchange and supplied to the Agent by the Corporation for completion in connection with the distribution of the Notes under the Note Financing;
(d) not advertise the proposed offering or sale of the Offered Securities Notes in printed media of general or and regular paid circulationcirculation (or other printed public notice), radio radio, television or television;telecommunications, including electronic display, nor provide or make available to prospective purchasers of Notes any document or material that would constitute or require the Corporation to prepare an offering memorandum or prospectus as defined under Applicable Securities Laws in the Selling Jurisdictions; and
(e) obtain from each Subscriber an executed Subscription Agreement, including all applicable exhibits thereto and deliver all such Subscription Agreements not disclose or use any information disclosed to the Corporation at least 24 hours prior to the applicable Closing Time;
(f) obtain from each Subscriber such applicable forms as may be required by the Exchange, the OTCBB or the relevant Securities Commissions and supplied to the Agent for completion in connection with the distribution of the Offered Securities;
(g) provide to the Corporation as soon as practicable following the applicable Closing Date all information necessary to allow the Corporation to file with each of the Securities Commissions, if required, a report of trade in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the applicable Closing Date;
(h) not offer or sell any Offered Securities, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf will engage in any Directed Selling Efforts in the United States it with respect to the Offered Securities; and
(i) not engage Corporation or the transactions contemplated in hedging transactions with regard to this Agreement where such disclosure or use by the Offered Securities prior to the expiration Agent would contravene section 76 of the one-year period commencing on the later of the commencement of the offering of Offered Securities and the Closing Date, in each case unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or unless such hedging transactions are pursuant to an exemption therefrom, and they will comply with the “offering restrictions” requirement in Rule 902(g) of Regulation S.(Ontario).
Appears in 1 contract
Samples: Agency Agreement
Agent’s Covenants. The Agent covenants Each of the Agents covenant and agrees agree with the Corporation (and acknowledge that the Corporation is relying thereon) that it will:
(a) use its best efforts to identify Subscribers for the Offered Securities;
(b) conduct its activities in connection with the proposed offer and sale of the Offered Securities in compliance with all Applicable Securities Laws of the Selling Jurisdictions Laws, and cause a similar covenant to be contained in any agreement entered into with any selling dealer group Selling Dealer Group established in connection with the distribution of the Offered SecuritiesSecurities and cause the U.S. Agent to conduct its activities in connection with any sale or resale by it of any Offered Securities in compliance with all Applicable Securities Laws;
(cb) not solicit subscriptions for Offered Securities, trade in Common Shares Offered Securities or otherwise do any act in furtherance of a trade of Common Shares Offered Securities outside of the Selling JurisdictionsJurisdictions except in any other jurisdiction in compliance with the applicable laws thereof and provided that the Agents may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities (including the distribution of the Offered Securities); (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;
(c) obtain from each Subscriber an executed Unit Subscription Agreement or Flow- Through Subscription Agreement, as applicable, and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and supplied to the Agents by the Corporation for completion in connection with the distribution of the Offered Securities; and
(d) not advertise the proposed offering or sale of the Offered Securities in printed media of general or and regular paid circulationcirculation or any similar medium, radio radio, television or television;
(e) obtain from each Subscriber an executed Subscription Agreementtelecommunications, including all applicable exhibits thereto and deliver all such Subscription Agreements electronic display, nor provide or make available to the Corporation at least 24 hours prior to the applicable Closing Time;
(f) obtain from each Subscriber such applicable forms as may be required by the Exchange, the OTCBB or the relevant Securities Commissions and supplied to the Agent for completion in connection with the distribution of the Offered Securities;
(g) provide to the Corporation as soon as practicable following the applicable Closing Date all information necessary to allow the Corporation to file with each of the Securities Commissions, if required, a report of trade in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the applicable Closing Date;
(h) not offer or sell any Offered Securities, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf will engage in any Directed Selling Efforts in the United States with respect to the Offered Securities; and
(i) not engage in hedging transactions with regard to the Offered Securities prior to the expiration of the one-year period commencing on the later of the commencement of the offering prospective purchasers of Offered Securities and the Closing Date, in each case unless such securities are registered any document or material which would constitute an offering memorandum as defined under the U.S. Applicable Securities Act and the securities laws of all applicable states of the United States or unless such hedging transactions are pursuant to an exemption therefrom, and they will comply with the “offering restrictions” requirement in Rule 902(g) of Regulation S.Laws.
Appears in 1 contract
Agent’s Covenants. The Agent (a) Each of the Agents shall offer the Offered Securities for sale to the public in Canada (other than in the province of Québec) and the United States only, directly and through the Selling Dealer Group, upon the terms and conditions set forth in the Prospectuses and this Agreement.
(b) Each of the Agents shall use its reasonable commercial efforts to complete, and to cause the Selling Dealer Group to complete, the distribution of the Offered Securities as soon as possible after the Closing Time.
(c) Each of the Agents covenants and agrees with the Corporation that it will:
(a) use its best efforts to identify Subscribers for the Offered Securities;
(bi) conduct its activities in connection with the proposed offer and sale of the Offered Securities in compliance with all Applicable the Securities Laws of the Selling Jurisdictions and cause a similar covenant to be contained in any agreement entered into with any selling dealer group Selling Dealer Group established in connection with the distribution of the Offered Securities;
(cii) not solicit subscriptions for Offered Securities, trade as soon as reasonably practicable after the Closing Date (and in Common Shares or otherwise do any act in furtherance of event within 30 days thereof) provide the Corporation with a trade of Common Shares outside breakdown of the Selling Jurisdictions;
(d) not advertise the proposed offering or sale number of Offered Securities sold in each of the Offered Securities in printed media Qualifying Provinces and, upon completion of general or regular paid circulation, radio or television;
(e) obtain from each Subscriber an executed Subscription Agreement, including all applicable exhibits thereto and deliver all such Subscription Agreements to the Corporation at least 24 hours prior to the applicable Closing Time;
(f) obtain from each Subscriber such applicable forms as may be required by the Exchange, the OTCBB or the relevant Securities Commissions and supplied to the Agent for completion in connection with the distribution of the Offered Securities;
(g) , provide to the Corporation as soon as practicable following the applicable Closing Date all information necessary notice to allow the Corporation to file with each of the Securities Commissionsthat effect, if required, a report of trade in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the required by applicable Closing Date;Securities Laws.
(hd) not offer or sell any Offered SecuritiesFor the purposes of this section 19, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf will engage in any Directed Selling Efforts in the United States with respect Agents shall be entitled to the Offered Securities; and
(i) not engage in hedging transactions with regard to assume that the Offered Securities prior to may be lawfully offered for sale and sold in the expiration of Qualifying Provinces and that the one-year period commencing on the later of the commencement of the offering of Offered Securities and the Closing Date, in each case unless such securities are registered under the U.S. Securities Act Laws, unless the Agents have actual knowledge, or have been notified in writing to the contrary by the Corporation or any applicable securities regulatory authority.
(e) The Agents shall be entitled to offer the Prospectus Units and the securities laws Over-Allotment Option Securities in any jurisdiction outside of all applicable states of Canada and the United States but only in compliance with applicable law and in a manner which will not require the Corporation to register in such jurisdiction or unless file a prospectus or similar offering document in such hedging transactions are pursuant jurisdiction.
(f) No Agent will be liable to an exemption therefrom, and they the Corporation under this section 19 with respect to a default by any of the other Agents but will comply with be liable to the “offering restrictions” requirement in Rule 902(g) of Regulation S.Corporation only for its own default.
Appears in 1 contract
Agent’s Covenants. The Agent hereby represents, warrants and covenants to the Corporation, and agrees with acknowledges that the Corporation that it willis relying upon such representations, warranties and covenants, that:
(a) use subject to subsection 19(h), it and its best efforts to identify Subscribers for affiliates and sub-agents (if any) shall: (i) offer the Offered Securities;
Shares for sale to the public, (bii) conduct its activities in connection with will do so only pursuant to the proposed offer terms of this Agreement and sale of the Offered Securities in compliance with all Applicable Securities Laws in the Selling Jurisdictions, will not solicit offers to purchase or sell the Offered Shares or otherwise conduct activities so as to require registration of the Offered Shares or the filing of a prospectus, registration statement or other notice or document with respect to the distribution of the Offered Shares under the laws of any jurisdiction other than the Selling Jurisdictions;
(b) it and its affiliates and sub-agents (if any) will not advertise the offering and sale of the Offered Shares outside the Selling Jurisdictions in printed media of general and regular paid circulation, radio, television or any other medium directed at or accessible to the general public;
(c) it and its affiliates and sub-agents (if any), will not, in connection with the offering and sale of the Offered Shares, make any representation or warranty with respect to the Offered Shares except as may be set forth in the Preliminary Prospectus, the Amended and Restated Prospectus and the Prospectus;
(d) it has good and sufficient right and authority to enter into this Agreement and complete the transactions to be completed by it under this Agreement on the terms and conditions set forth herein;
(e) it and its affiliates and sub-agents (if any) are or will be at the relevant times duly qualified under Applicable Securities Laws in those jurisdictions in which it and its affiliates and sub-agent (if any), will act as agent in connection with the offering and sale of the Offered Shares so as to permit them to lawfully fulfil their obligations under this Agreement;
(f) the Agent shall provide written notice to the Corporation of the gross proceeds of distribution realized in each of the Selling Jurisdictions and as soon as reasonably practicable, but in any event, not later than 30 calendar days following the Closing Date;
(g) it will cause a covenant similar covenant to those set forth in subsections 19(a), (b), (c), (e) and (h) to be contained in obtained from any agreement entered into with any member of the selling dealer group group, if any, in connection with the distribution of the Offered Securities;Shares; and
(ch) not solicit subscriptions for its U.S. Agent Affiliate shall be entitled to offer the Offered SecuritiesShares to certain purchasers in the United States in accordance with the terms set out in Schedule “A” attached hereto, trade which terms, and representations, warranties, and covenants set out in Common Shares or otherwise do any act in furtherance of a trade of Common Shares outside of the Selling Jurisdictions;such Schedule shall be deemed to be incorporated by reference into this Agreement.
(di) not advertise the proposed offering or sale of the Offered Securities in printed media of general or regular paid circulation, radio or television;
it and its affiliates and sub-agents (eif any) obtain from each Subscriber an executed Subscription Agreement, including shall keep all applicable exhibits thereto and deliver all such Subscription Agreements to the Corporation at least 24 hours prior to the applicable Closing Time;
(f) obtain from each Subscriber such applicable forms as may be required by the Exchange, the OTCBB or the relevant Securities Commissions and supplied information provided to the Agent for completion and the Agent’s counsel by the Corporation or any of its representatives in connection with the distribution of due diligence conducted by the Offered Securities;
(g) provide to the Corporation as soon as practicable following the applicable Closing Date all Agent confidential and such information necessary to allow the Corporation to file with each of the Securities Commissions, if required, a report of trade in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the applicable Closing Date;
(h) shall not offer or sell any Offered Securities, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf will engage in any Directed Selling Efforts in the United States with respect to the Offered Securities; andbe:
(i) not engage disclosed by the Agent or by any of its representatives in hedging any manner whatsoever in whole or in part, without the prior consent of the Corporation; or
(ii) used by the Agent or by any of its representatives, directly or indirectly, for any other purpose other than in connection with the transactions with regard contemplated herein; Other than, information which:
(iii) at the time of its disclosure to the Offered Securities prior Agent is, or thereafter becomes, generally available to, and known by the public (other than as a result of a disclosure directly or indirectly by the Agent);
(iv) was available to the expiration Agent on a non confidential basis from a source (other than the Corporation) who, to the knowledge of the one-year period commencing on Agent, is not prohibited from disclosing such information to the later Agent by a legal, contractual, fiduciary, equitable or other obligation of confidentiality to the commencement Corporation;
(v) is required by law, securities regulation or policy to be disclosed; or
(vi) has been independently acquired or developed by the Agent without violating any of the offering of Offered Securities and the Closing Date, in each case unless such securities are registered its obligations under the U.S. Securities Act and the securities laws of all applicable states of the United States or unless such hedging transactions are pursuant to an exemption therefrom, and they will comply with the “offering restrictions” requirement in Rule 902(g) of Regulation S.this Agreement.
Appears in 1 contract
Agent’s Covenants. The Agent covenants Agents covenant and agrees agree with the Corporation Company that it they will:
(a) use its offer for sale, on a best efforts agency basis, the Units:
(i) in the provinces and territories of Canada to identify Subscribers for Accredited Investors, or such other available exemption as agreed to by the Offered SecuritiesCompany and the Agents as evidenced by the Company’s acceptance of a Subscription Agreement with respect thereto, in accordance with the provisions hereof;
(ii) in the United States through the U.S. Affiliates to Qualified Institutional Buyers or U.S. Accredited Investors, pursuant to available exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws and in compliance with Schedule “A” hereto; and
(iii) in certain other jurisdictions outside of Canada (other than the United States) as may be determined by the Agents and the Company (each acting reasonably) pursuant to relevant prospectus or registration exemptions in accordance with applicable securities Laws in those jurisdictions, in a manner such that the offer and sale of the Units does not obligate the Company to file a prospectus, a registration statement or other offering document or deliver an offering memorandum or other offering document under applicable securities laws, other than the Investor Presentation, and does not require the Company to become subject to any continuous or ongoing disclosure requirements of those jurisdiction;
(b) conduct its their activities in connection with the proposed offer and sale of the Offered Securities Units in compliance with this Agreement and all Applicable Securities Laws Laws, including in the case of any offer and sale of Units in the Selling Jurisdictions United States, in the manner contemplated by Schedule “A” attached hereto, and cause a similar covenant to be contained in any written agreement entered into with any selling dealer group member of any Selling Co-Agent Group established in connection with the distribution of the Offered Securities;
(c) not solicit subscriptions for Offered SecuritiesUnits, trade in Common Shares the Securities or otherwise do any act in furtherance of a trade of Common Shares the Securities outside of the Selling JurisdictionsJurisdictions except in compliance with the applicable laws thereof and provided that the Agents may so solicit, trade or act within such jurisdiction with the prior written consent of the Company only if such solicitation, trade or act is in compliance with Applicable Securities Laws in such jurisdiction and does not: (i) obligate the Company to take any action to qualify any of its securities or any trade of any of its securities; (ii) obligate the Company to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Company to any reporting or other requirement in such jurisdiction. All offers and sales of Units made by the Agents or their respective U.S. Affiliates shall comply with the requirements set forth in Schedule “A” hereto;
(d) not advertise the proposed offering or sale of the Offered Securities in printed media of general or regular paid circulation, radio or television;
(e) obtain from each Subscriber an executed Subscription AgreementAgreement in the applicable form and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws or requirements of stock exchanges, including all applicable exhibits thereto and deliver all such Subscription Agreements to the Corporation at least 24 hours prior to the applicable Closing Time;
(f) obtain from each Subscriber such applicable forms as may be required by the Exchange, the OTCBB or the relevant Securities Commissions and supplied to the Agent Agents by the Company for completion in connection with the distribution of the Offered Securities;
(ge) not advertise the Offering in printed media of general and regular paid circulation or any similar medium, radio, television or telecommunications, including electronic display, nor provide or make available to prospective purchasers of Units any document or material which would constitute an offering memorandum as defined under Applicable Securities Laws, except for the Investor Presentation; and
(f) provide to the Corporation as soon as practicable following Company all necessary information in respect of the applicable Closing Date all information necessary Agents and the Subscribers to allow the Corporation Company to file file, with each of the Securities Commissions, if required and within the time frames required, a report reports of trade the trades of the Securities in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the applicable Closing Date;
(h) not offer or sell any Offered Securities, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf will engage in any Directed Selling Efforts in the United States with respect to the Offered Securities; and
(i) not engage in hedging transactions with regard to the Offered Applicable Securities prior to the expiration of the one-year period commencing on the later of the commencement of the offering of Offered Securities and the Closing Date, in each case unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or unless such hedging transactions are pursuant to an exemption therefrom, and they will comply with the “offering restrictions” requirement in Rule 902(g) of Regulation S.Laws.
Appears in 1 contract
Samples: Agency Agreement
Agent’s Covenants. The Agent hereby covenants and agrees with the Corporation that it will:
will (a) and will use its commercially reasonable best efforts to identify Subscribers for cause the Offered Securities;selling group members to):
(bi) conduct its all activities in connection with the proposed offer and sale of the Offered Securities Offering in compliance with all Applicable Securities Laws of and all other laws applicable to the Selling Jurisdictions and cause a similar covenant to be contained in any agreement entered into with any Agent or the selling dealer group in connection with the distribution of the Offered Securitiesmembers;
(cii) obtain from each Purchaser a completed and executed Subscription Agreement (including all certifications, forms and other documentation contemplated thereby or as may be required by applicable securities regulatory authorities) in a form acceptable to the Company and the Agent;
(iii) not solicit subscriptions for the Offered SecuritiesSecurities except in accordance with the terms and conditions of this Agreement and the Subscription Agreements;
(iv) not make any representation or warranty with respect to the Offered Securities in connection with the Offering, trade other than as set forth in Common Shares this Agreement or the Subscription Agreements;
(v) not solicit, offer, sell, trade, distribute or otherwise do any act in furtherance of a trade of Common Shares outside the Offered Securities in such manner as to require registration of the Selling JurisdictionsOffered Securities or the filing of a prospectus, registration statement or any similar document under the laws of any jurisdiction or subject the Company to any continuous disclosure or other similar reporting requirements under the laws of any jurisdiction to which it is not currently subject;
(dvi) not advertise engage in or authorize, directly or indirectly, any form of general advertising in connection with or in respect of the proposed offering Offered Securities in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conduct any seminar or meeting concerning the offer or sale of the Offered Securities in printed media of whose attendees have been invited by any general solicitation or regular paid circulation, radio or television;
(e) obtain from each Subscriber an executed Subscription Agreement, including all applicable exhibits thereto and deliver all such Subscription Agreements to the Corporation at least 24 hours prior to the applicable Closing Time;
(f) obtain from each Subscriber such applicable forms as may be required by the Exchange, the OTCBB or the relevant Securities Commissions and supplied to the Agent for completion in connection with the distribution of the Offered Securities;
(g) provide to the Corporation as soon as practicable following the applicable Closing Date all information necessary to allow the Corporation to file with each of the Securities Commissions, if required, a report of trade in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the applicable Closing Date;
(h) not offer or sell any Offered Securities, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf will engage in any Directed Selling Efforts in the United States with respect to the Offered Securitiesgeneral advertising; and
(ivii) not engage provide the Company with all necessary information in hedging transactions respect of the Agent (and will use its commercially reasonable efforts to provide the Company with regard all necessary information in respect of the Purchasers and the selling group members) to allow the Company to file, with the Securities Regulators, reports of the sale of the Offered Securities prior to the expiration in accordance with Securities Laws within ten days of the one-year period commencing on Closing. The Agent will not be liable for any act or omission of any selling group member appointed by the later of the commencement of the offering of Offered Securities and the Closing Date, in each case unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or unless such hedging transactions are pursuant to an exemption therefrom, and they will comply with the “offering restrictions” requirement in Rule 902(g) of Regulation S.Agent.
Appears in 1 contract
Samples: Agency Agreement
Agent’s Covenants. The Agent covenants with the Corporation, and acknowledges that the Corporation is relying on such covenants, that;
(a) it will offer the Units, and, if applicable, the Over-Allotment Units for sale to the public only in the Qualifying Jurisdictions on behalf of the Corporation, directly and through other investment dealers and brokers (the Agent, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), only as permitted by applicable Securities Laws, upon the terms and conditions set forth this Agreement. The Agent may also offer and sell the Units and, if applicable, the Over-Allotment Units outside of Canada and the United States in a manner which is exempt from the prospectus and registration requirements of any such jurisdiction. The Agent covenants and agrees with it will not, directly or indirectly, offer the Units or, if applicable, Over-Allotment Units, for sale nor sell the Units or, if applicable, Over-Allotment Units, in any jurisdiction, other than the Selling Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the Corporation that it will:having any reporting or other obligation in such jurisdiction;
(ab) the Agent will use its best efforts to identify Subscribers for the Offered Securities;
(b) conduct its activities in connection with the proposed offer and sale of the Offered Securities in compliance with all Applicable Securities Laws of the Selling Jurisdictions and cause a similar covenant to be contained in any agreement entered into with any selling dealer group in connection with complete the distribution of the Offered SecuritiesUnits, and, if applicable, the Over-Allotment Units as promptly as possible and will notify the Corporation when, in its opinion, the distribution of the Units, and, if applicable, the Over-Allotment Units shall have ceased and provide a breakdown of the number of Offered Units, and, if applicable, the Over-Allotment Units distributed in each Qualifying Jurisdiction where such breakdown is required for the purpose of calculating fees payable to a Securities Commission or other securities regulatory body;
(c) not solicit subscriptions for Offered Securitiesthe Agent will cause each purchaser to execute a selling securityholder form (a “Selling Securityholder Form”) which shall be completed to provide information and indemnification as is customarily provided by selling securityholders, trade in Common Shares or otherwise do any act in furtherance and Agent shall provide the Corporation copies of a trade of Common Shares outside each such Selling Security Form no later than two (2) days prior to filing of the Selling JurisdictionsU.S. Preliminary Prospectus;
(d) it will not advertise the proposed offering or sale make use of any “greensheet” in respect of the Offered Corporation and the Offering without the prior written approval of the Corporation, acting reasonably, and in compliance with all applicable laws (including Securities in printed media of general or regular paid circulation, radio or televisionLaws);
(e) obtain from each Subscriber an executed Subscription Agreement, including all applicable exhibits thereto and deliver all such Subscription Agreements it will not make any representations or warranties with respect to the Corporation at least 24 hours or the Units or, if applicable, Over-Allotment Units, other than as set forth in this Agreement, the U.S. Preliminary Prospectus, the U.S. Prospectus, the Registration Statement, any Amendment or otherwise, as applicable, with the prior to written approval of the applicable Closing TimeCorporation;
(f) obtain from each Subscriber such applicable forms as may provided that it is otherwise satisfied, in its sole discretion, it will execute and deliver to the Corporation the certificate required to be required executed by the Exchange, the OTCBB or the relevant Agent under applicable Securities Commissions and supplied to the Agent for completion Laws in connection with the distribution of U.S. Preliminary Prospectus, the Offered SecuritiesU.S. Prospectus, the Registration Statement, as applicable, and any Amendment;
(g) provide to the Corporation as soon as practicable following Agent will offer and sell the applicable Closing Date all information necessary to allow Units, Unit Shares or Warrants outside the Corporation to file with each of the Securities Commissions, if required, a report of trade in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the applicable Closing Date;
(h) not offer or sell any Offered Securities, except United States only in accordance with Rule 903 of Regulation S under the U.S. Securities Act;
(h) the Agent has not engaged in, nor will it engage in, any directed selling efforts (as defined in Regulation S) in connection with the offer and accordinglysale of the Units;
(i) the Agent will not distribute either directly or indirectly any of the Unit Shares, neither the Agent, its affiliates nor any persons acting on its Warrants or their behalf will engage in any Directed Selling Efforts Warrant Shares in the United States with respect or to, or for the account or benefit of, a U.S. person (as defined in Regulation S, a “U.S. Person”) or person in the United States; except pursuant to registration under the Offered Securities; andU.S. Securities Act or pursuant to an available exemption from registration under the U.S. Securities Act;
(ij) the Agent will not engage in hedging transactions in the Unit Shares, Warrants or Warrant Shares except in compliance with regard to the Offered U.S. Securities Act;
(k) the Agent agrees that prior to the expiration of the one-year distribution compliance period commencing on set forth in Rule 903(b)(3) of Regulation S under the later U.S. Securities Act with regard to the Unit Shares, Warrants or Warrant Shares, it will not offer, sell or transfer, directly or indirectly, any of the commencement Unit Shares, Warrants or Warrant Shares except in accordance with the provisions of Regulation S, pursuant to registration under the offering U.S. Securities Act or pursuant to an available exemption from registration under the U.S. Securities Act;
(l) the Agent understands and acknowledges that the Unit Shares, Warrants or Warrant Shares are “restricted securities” within the meaning of Offered Rule 144 under the U.S. Securities Act, and that if in the Closing Datefuture it decides to offer, resell, pledge or otherwise transfer any of such securities, such securities may be offered, resold, pledged or otherwise transferred, directly or indirectly, only (i) to the Corporation;
(ii) pursuant to an effective registration statement under the U.S. Securities Act; (iii) in accordance with Rule 144 under the U.S. Securities Act, if available, and, in each case unless such case, in compliance with any applicable securities are registered laws of any state of the United States; (iv) in accordance with Regulation S under the U.S. Securities Act; or (v) pursuant to another exemption from the registration requirements under the U.S. Securities Act and the any applicable securities laws of all applicable states any state of the United States States, after providing an opinion of counsel, of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the proposed transfer may be effected without registration under the U.S. Securities Act; and
(m) the Agent acknowledges and agrees that the Corporation is hereby bound by this Agreement and its agreements with its transfer agent to refuse to register any transfer of the Unit Shares, Warrants or unless such hedging transactions are Warrant Shares not made in accordance with Regulation S, pursuant to registration under the U.S. Securities Act or pursuant to an available exemption therefrom, from registration under the U.S. Securities Act and they will comply in compliance with the “offering restrictions” requirement in Rule 902(g) of Regulation S.any applicable local laws and regulations.
Appears in 1 contract
Samples: Agency Agreement
