Attributes of the Offered Securities. (1) The Offered Securities to be sold by the Corporation hereunder shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Offering Documents. (2) The Underwriters severally agree not to offer or sell the Offered Securities in such a manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Offered Securities only in the Qualifying Jurisdictions and in accordance with all Applicable Securities Laws. However, the Corporation and each Underwriter acknowledge that, in the event of any offer, sale or resale of the Offered Securities in the United States, the Underwriters acting through their U.S. Affiliates will offer, sell and resell the Offered Securities in the United States only to Qualified Institutional Buyers or Accredited Investors, all in accordance with Schedule “B”, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement, provided that no such action on the part of the Underwriters or their U.S. Affiliates shall in any way oblige the Corporation to register any Offered Securities under the U.S. Securities Act or the securities laws of any state of the United States. Any agreements between the Underwriters and the members of any selling group will contain restrictions which are substantially the same as those contained in this Section 2. (3) Notwithstanding the foregoing, an Underwriter will not be liable to the Corporation under this section or Schedule “B” with respect to a violation by another Underwriter or its U.S. Affiliate(s) of the provisions of this section or Schedule “B” if the former Underwriter or its U.S. Affiliate, as applicable, is not itself also in violation.
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Attributes of the Offered Securities. (1) The Offered Securities to be sold by the Corporation hereunder shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Offering Documents.
(2) The Underwriters severally agree not to offer or sell the Offered Securities in such a manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Offered Securities only in the Qualifying Jurisdictions and in accordance with all Applicable Securities Laws. However, the Corporation and each Underwriter acknowledge that, in the event of any offer, sale or resale of the Offered Securities in the United StatesStates or to, or for the account or benefit of, U.S. Persons, the Underwriters acting through their U.S. Affiliates will offer, sell and resell the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons only to Qualified Institutional Buyers or Accredited Investors, all in accordance with Schedule “B”, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement, provided that no such action on the part of the Underwriters or their U.S. Affiliates shall in any way oblige the Corporation to register any Offered Securities under the U.S. Securities Act or the securities laws of any state of the United States. Any agreements between the Underwriters and the members of any selling group will contain restrictions which are substantially the same as those contained in this Section 2.
(3) Notwithstanding the foregoing, an Underwriter will not be liable to the Corporation under this section or Schedule “B” with respect to a violation by another Underwriter or its U.S. Affiliate(s) of the provisions of this section or Schedule “B” if the former Underwriter or its U.S. Affiliate, as applicable, is not itself also in violation.
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Attributes of the Offered Securities. (1) The Offered Securities to be sold by the Corporation hereunder shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Offering Documents.
(2) The Underwriters severally agree Underwriter agrees not to offer or sell the Offered Securities in such a manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Offered Securities only in the Qualifying Jurisdictions and in accordance with all Applicable Securities Laws. However, the Corporation and each the Underwriter acknowledge that, in the event of any offer, sale or resale of the Offered Securities in the United StatesStates or to, or for the account or benefit of, U.S. Persons, the Underwriters Underwriter acting through their its U.S. Affiliates Affiliate will offer, sell and resell the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons only to Qualified Institutional Buyers or Accredited InvestorsBuyers, all in accordance with Schedule “"B”", which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement, provided that no such action on the part of the Underwriters Underwriter or their its U.S. Affiliates Affiliate shall in any way oblige the Corporation to register any Offered Securities under the U.S. Securities Act or the securities laws of any state of the United States. Any agreements between the Underwriters Underwriter and the members of any selling group will contain restrictions which are substantially the same as those contained in this Section 2.
(3) Notwithstanding the foregoing, an the Underwriter will not be liable to the Corporation under this section or Schedule “"B” " with respect to a violation by another Underwriter or its U.S. Affiliate(s) of the provisions of this section or Schedule “"B” " if the former Underwriter or its U.S. Affiliate, as applicable, Affiliate is not itself also in violation.
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Samples: Underwriting Agreement
Attributes of the Offered Securities. (1) The Offered Securities to be sold by the Corporation hereunder shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Offering Documents.
(2) The Underwriters severally agree not to offer or sell the Offered Securities in such a manner as to require registration of any of them or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute or offer the Offered Securities only in the Qualifying Selling Jurisdictions and in accordance with all Applicable applicable Securities Laws. However, the The Corporation and each Underwriter acknowledge that, in the event of any offer, sale offer or resale of the Offered Securities in the United StatesStates or to, or for the account or benefit of, U.S. Persons, the Underwriters acting through their U.S. Affiliates will offer, sell offer and resell the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons only to Qualified Institutional Buyers or Accredited Investorspursuant to Rule 144A, all in accordance with Schedule “B”, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement, provided that no such action on the part of the Underwriters or their U.S. Affiliates shall in any way oblige the Corporation to register any Offered Securities under the U.S. Securities Act Laws or the securities laws Securities Laws of any state of the United States. Any agreements between the The Underwriters and the members of any selling group will contain restrictions which are substantially the same as those Corporation acknowledge and agree that notwithstanding anything contained in this Section 2Agreement, A.G.P./Alliance Global Partners is not registered to sell securities in any Qualifying Jurisdiction and that the Prospectus will not qualify any Offered Securities sold to investors in any jurisdiction outside of Canada by A.G.P./Alliance Global Partners pursuant to the Offering.
(3) Notwithstanding the foregoing, an Underwriter will not be liable to the Corporation under this section or Schedule “B” with respect to a violation by another Underwriter or its U.S. Affiliate(s) of the provisions of this section or Schedule “B” if the former Underwriter or its U.S. Affiliate, as applicable, is not itself also in violation.
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