Canadian matters. (a) For greater certainty and without limiting any other provision of this Agreement, the parties acknowledge and agree that the Services indicated with “Canada” as a country of service in a Project Statement may be performed by one or more Canadian Affiliates of Supplier (each, a “Canadian Supplier”) for any one or more Canadian Affiliates of Buyer (each, a “Canadian Buyer”).
Canadian matters. The Underwriters acknowledge that the Shares have not been qualified under the securities laws of any province or territory of Canada. The Underwriters hereby confirms (i) that it has not offered, sold or distributed, and will not offer, sell or distribute, any Shares, directly or indirectly, in Canada or to or for the benefit of any resident of Canada, other than in compliance with applicable Canadian securities laws; (ii) that it has not distributed or delivered, and will not distribute or deliver, any offering material in connection with any offering of the Shares in Canada other than in compliance with applicable Canadian securities laws; and (iii) that it will only offer and sell the Shares within Canada in the manner described in the Canadian supplement to Prospectus. Please sign and return to the Company the enclosed duplicates of this letter whereupon this letter will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, TEARLAB CORPORATION By: /s/ Xxxxxxx X. Dumencu Name: Xxxxxxx X. Dumencu Title: Chief Financial Officer Confirmed as of the date first above mentioned, on behalf of itself and as Representative of the Underwriters. CANACCORD GENUITY INC. By /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Managing Director SCHEDULE I List of Underwriters Name of Underwriter Number of Firm Shares Number of Additional Shares Canaccord Genuity Inc. 1,040,000 156,000 Xxxxx-Xxxxxx Capital Group LLC 1,040,000 156,000 Xxxx Capital Partners, LLC 260,000 39,000 Feltl & Company 260,000 39,000 Total 2,600,000 390,000 SCHEDULE II Issuer General Free Writing Prospectuses Press Release entitled “TearLab Corporation Announces Proposed Public Offering of Common Stock and Preliminary Second Quarter Financial and Operational Results”, filed with the Commission on Form FWP on July 22, 2013. SCHEDULE III Pricing Information Number of Shares: 2,600,000 shares Price to the public: $13.50 per share Underwriting Discount: 6% SCHEDULE IV Lock-up Signatories Xxxxx Xxxxxxxx Xxxxxxx X. Dumencu Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx, Xx. Xxxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxx, M.D. Xxxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxx Greybrook Capital, Inc. Greybrook Securities Inc. SCHEDULE V Subsidiaries Name Jurisdiction OccuLogix Holding, Inc. Delaware corporation OccuLogix Canada Corp. Nova Scotia unlimited liability company OccuLogix LLC Delaware limited liability company TearLab Res...
Canadian matters. Following the Closing Date (and the Option Closing Date, if applicable), the Company shall within the prescribed time period file with the appropriate Canadian securities regulatory authorities reports of exempt trade on Form 45-106F1 and make any other filings as required by applicable Canadian securities laws.
Canadian matters. (a) Subsidiary Seller is the sole owner of the Canadian Assets and is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).
Canadian matters. The Purchaser represents and warrants that, the Purchaser is a “trade agreement investor” and is not a “state-owned enterprise” within the meaning of the Investment Canada Act.
Canadian matters. The intercompany loan from Oxxxx & Co., Inc. to Oxxxx Canada, Inc. shall have been repaid in full, and all cash (other than Restricted Cash) held by Oxxxx Canada, Inc. shall have been distributed to Oxxxx + Co., Inc.
Canadian matters. (1) Each payment of interest or other fees or charges payable hereunder to the Agent or any Lender shall be made without deduction or withholding on account of any tax imposed, levied, collected, withheld or assessed by Canada, any province or any municipality thereof, or any department, agency, subdivision or instrumentality of any of them, pursuant to the ITA or the Canada-U.S. Income Tax Convention (1980) ("Canadian Taxes").
Canadian matters. Unless such Purchaser has delivered to the Company a duly executed addendum for Purchasers in Canada, such Purchaser represents, warrants, acknowledges and agrees that: (i) it is not, and at Closing will not be, a resident of Canada; (ii) it is not purchasing the Securities for the benefit of a resident in Canada; (iii) it is purchasing the Securities for investment only and not with a view to distribution; and (iv) prior to the date that is four months and one day from the Closing, the Shares, Warrants and the Warrant Shares cannot be resold or transferred into Canada or to a resident of Canada through the facilities of the TSX or otherwise.
Canadian matters. 5.1. Service Receiver warrants to Service Provider that the recipient of Canadian Services will, as of the Closing, be registered for GST, QST, HST and PST in Canada.
Canadian matters
