At the Closing Time. Ernst & Young LLP shall have furnished to the Representatives a letter or letters (which may refer to letters previously delivered to the Representatives), dated as of the Closing Time, in form and substance satisfactory to the Representatives, confirming that the response, if any, to Item 10 of the Registration Statement is correct insofar as it relates to them and stating in effect that:
(i) They are independent accountants within the meaning of the 1933 Act and the 1934 Act and the 1933 Act Regulations and the 1934 Act Regulations.
(ii) In their opinion, the consolidated financial statements of the Company and its subsidiaries audited by them and included or incorporated by reference in the Registration Statement and Prospectus comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations with respect to registration statements on Form S-3 and the 1934 Act and the 1934 Act Regulations.
(iii) On the basis of procedures (but not an audit in accordance with generally accepted auditing standards) consisting of:
(a) Reading the minutes of the meetings of the shareholders, the board of directors, executive committee and audit committee of the Company and the boards of directors and executive committees of its subsidiaries as set forth in the minute books through a specified date not more than five business days prior to the date of delivery of such letter;
(b) Performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information, on the unaudited condensed consolidated interim financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and Prospectus and reading the unaudited interim financial data, if any, for the period from the date of the latest balance sheet included or incorporated by reference in the Registration Statement and Prospectus to the date of the latest available interim financial data; and
(c) Making inquiries of certain officials of the Company who have responsibility for financial and accounting matters regarding the specific items for which representations are requested below; nothing has come to their attention as a result of the foregoing procedures that caused them to believe that:
(1) the unaudited condensed consolidated interim financial statements, included or i...
At the Closing Time. (a) The Company shall deliver to Paradigm, in the City of Toronto (i) the Offered Securities to be settled through the Agents, in physically certificated form or in electronic form, as directed by Paradigm, with such Offered Securities being registered as directed by Paradigm, and (ii) the Broker Warrant Certificates; and
(b) Paradigm shall deliver to the Company the Gross Proceeds of the Offering less (i) the Commission, and (ii) the Agents’ Expenses.
At the Closing Time. (a) The Company shall deliver to the Lead Agents the Offered Securities to be settled through the Agents, in physically certificated form or in electronic form, as directed by the Lead Agents, with such Offered Securities being registered as directed by the Lead Agents; and
(b) the Lead Agents shall deliver to the Company the Gross Proceeds of the Offering less (i) the Commission; (ii) the Agents’ Expenses; and (iii) if applicable, any portion of the Gross Proceeds that were direct-settled between any Purchasers and the Company.
At the Closing Time. (a) the Corporation shall cause Computershare Trust Company of Canada, as registrar and transfer agent of the Subscription Receipts, to electronically deposit with CDS Clearing and Depository Services Inc. (“CDS”), on behalf of the Underwriters, the Underwritten Securities purchased by the Underwriters hereunder, registered in the name of “CDS & Co.” as CDS’s nominee, to be held by CDS as non-certificated inventory in accordance with CDS’s rules and procedures;
(b) the Corporation shall deliver to TD Securities Inc., on behalf of all of the Underwriters, a direction to deduct the Non-Escrowed Underwriting Fee payable on the gross proceeds of the sale of the Underwritten Securities hereunder at the Closing Time, which the Corporation agrees to pay the Underwriters for their services in connection with the issuance and sale of the Underwritten Securities from the gross purchase price for the Underwritten Securities owing to the Corporation; and
(c) TD Securities Inc. will cause to be sent to the Subscription Receipt Agent by wire transfer or bank transfer, on behalf of the Underwriters, the aggregate purchase price for the Underwritten Securities issued and sold hereunder, less the Non-Escrowed Underwriting Fee as contemplated in Section 8.2(b).
At the Closing Time. (i) Each Holdings Unit shall be converted into the right to receive one Holdings Unit Exchanged Share, subject to adjustment for stock splits and combinations. The receipt of Holdings Unit Exchanged Shares by a Holdings LP shall be conditioned on such Holdings LP duly executing and delivering to KKR Holdings L.P. a lock-up agreement in the form provided by KKR & Co. Inc. pursuant to which (i) such Holdings LP agrees not to transfer or dispose of such Holdings Unit Exchanged Shares except in accordance with a coordinated selling program having terms that are the same or substantially the same as those in effect with respect to such Holdings LP as of the date hereof in all material respects to such Holdings LP, except as amended to reflect the terms of this Agreement, (ii) any restrictions on transfer on the Holdings Units shall continue to apply with respect to such Holdings Unit Exchanged Shares except in clauses (i) and (ii) as otherwise determined by KKR & Co. Inc. in its sole discretion after the Closing Time, and (iii) such Holdings Unit Exchanged Shares are held at a transfer agent, bank or brokerage firm approved by KKR & Co. Inc.
(ii) In addition, New Pubco shall issue to each Holdings LP, as further consideration for the Holdings Units, a number of shares of KKR Common Stock (“Class A Unit Exchanged Shares”) equal to the product of (x) 8,500,000 Class A Recapitalization Units, multiplied by (y) (A) the number of Holdings Units held by such Holdings LP immediately prior to the Closing Time divided by (B) the number of outstanding Holdings Units held by all Holdings LPs immediately prior to the Closing Time (such proportion as calculated pursuant to this clause (y), a Holdings LP’s “Pro Rata Share”); provided that the foregoing shall be subject to adjustment for any stock splits or combinations occurring after the date hereof. The issuance of any individual Holdings LP’s Pro Rata Share of Class A Unit Exchanged Shares shall be conditioned on such Holdings LP duly executing and delivering to New Pubco a lock-up agreement in the form provided by KKR & Co. Inc. pursuant to which (i) such Holdings LP agrees to transfer restrictions on such Class A Unit Exchanged Shares equivalent to those set forth in Section 1.05(c)(i) above with respect to the Holdings Unit Exchanged Shares, and additionally not to transfer or dispose of such Class A Unit Exchanged Shares during the period commencing on the Closing Time and ending on the Sunset Date except in the case ...
At the Closing Time. (i) the Unit Shares; (ii) the Warrants; and (iii) the Broker Warrants, will in each case have been duly authorized for issuance and sale pursuant to this Agreement and will be validly issued as fully paid and non-assessable and the Over-Allotment Option has been duly and validly created and authorized.
At the Closing Time. InterUnion shall issue and deliver to the BMB Shareholders possession of an aggregate of 148,571,429 InterUnion Shares;
At the Closing Time the Seller will sell and the Buyer will purchase the Purchased Shares for the Purchase Price as provided in this Agreement;
At the Closing Time at least three Business Days prior to the Closing Time, Vendors shall deliver registration and delivery instructions in the form of Schedule “C” hereto with respect to the Purchaser Securities to be issued to the Vendor;
