Canadian Prospectus. Each Canadian Preliminary Prospectus complied, at the time it was filed with the Reviewing Authority, in all material respects with the requirements of Canadian Securities Laws; at no time during the period that begins on the earlier of the date of the Canadian Preliminary Prospectus, dated ___________ and the date such Canadian Preliminary Prospectus was filed with the Reviewing Authority did such Canadian Preliminary Prospectus fail to constitute full, true and plain disclosure of all material facts relating to the Company and the Securities or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Canadian Prospectus, as then amended and supplemented, will comply, as of its date, the date that it is filed with the Reviewing Authority, the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by Canadian Securities Laws to be delivered in connection with any sale of Shares, in all material respects, with the requirements of Canadian Securities Laws;, at no time during the period that begins on the earlier of the date of the Canadian Prospectus and the date the Canadian Prospectus will be filed with the Reviewing Authority and ending at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by Canadian Securities Laws to be delivered in connection with any sale of Securities did or will the Canadian Prospectus, as then amended or supplemented, fail to constitute full, true and plain disclosure of all material facts relating to the Company and the Securities or include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
Canadian Prospectus. Parent and BEPC shall have filed the Canadian Prospectus with the Canadian Securities Authorities and shall have obtained a receipt therefor from the Ontario Securities Commission, in its capacity as principal regulator in accordance with National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions, which evidences the receipt or the deemed receipt by the Canadian Securities Authorities of the Canadian Prospectus.
Canadian Prospectus. The Corporation receiving a Passport Receipt in respect of the Final Prospectus by the time set forth in Section 5 of this Agreement;
Canadian Prospectus. The AMF shall have cleared the final Canadian Prospectus for filing.
Canadian Prospectus. The Company will file the Canadian Prospectus, as defined in the Term Sheet, and use reasonable best efforts to obtain a receipt for the Final Prospectus in the Designated Provinces in order to qualify the distribution of the Underlying Shares upon deemed exercise of the Special Warrants. The Company shall cause the Canadian Prospectus to remain effective and current until the expiry of the four month Canadian hold period otherwise applicable to unexercised Special Warrants.
Canadian Prospectus. The Company meets the requirements of the securities legislation and the rules and regulations made thereunder, as amended, in each of the provinces of Canada other than Quebec (the "Qualifying Provinces") and the published policy statements of the securities regulatory authority in each of the Qualifying Provinces (the "Canadian Qualifying Authorities"), including National Instrument 71-101 The Multijurisdictional Disclosure System ("NI 71-101") and Companion Policy 71-101CP (collectively, the "Canadian Securities Laws"), for use of a MJDS shelf prospectus with respect to the Securities, has filed with the Canadian Qualifying Authorities, designating the Ontario Securities Commission (the "OSC") as the principal jurisdiction, a preliminary MJDS shelf prospectus, a final MJDS shelf prospectus and an amended and restated final MJDS shelf prospectus in respect of the Securities and has also filed with the Canadian Qualifying Authorities a submission to jurisdiction and appointment of agent for service of process on Form 71-101F1, and has been issued a preliminary receipt by the OSC on behalf of the Canadian Qualifying Authorities for such preliminary MJDS shelf prospectus, a final receipt by the OSC on behalf of the Canadian Qualifying Authorities for such final MJDS shelf prospectus and a receipt by the OSC on behalf of the Canadian Qualifying Authorities for such amended and restated final MJDS shelf prospectus and any amendments thereto, in the forms of such preliminary, final and amended and restated MJDS shelf prospectuses previously delivered, along with any documents (including any preliminary form of prospectus supplement) filed in connection therewith and all documents incorporated by reference therein, to the Representatives for each of the Underwriters; no other document with respect to such MJDS shelf prospectus and no amendment thereto or document incorporated by reference therein has previously been filed or transmitted for filing with a Canadian Qualifying Authority; and no order having the effect of preventing or suspending the use of any prospectus or prospectus supplement relating to the Securities has been issued and no proceeding for that purpose has been initiated or threatened by a Canadian Qualifying Authority (such amended and restated MJDS shelf prospectus, including any amendments to the form of prospectus for which a final receipt was issued by the OSC on behalf of the Canadian Qualifying Authorities and the documents incorporated ...
Canadian Prospectus. The Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed Canadian Prospectus or any amendment or supplement thereto prepared by or on behalf of, used by, or referred to by the Company, and the Company shall not file, use or refer to any Canadian Prospectus or any amendment or supplement thereto without the Representatives’ prior written consent. The Company shall furnish to each Underwriter, without charge, as many copies of the Canadian Prospectus prepared by or on behalf of, used by or referred to by the Company as such Underwriter may reasonably request.
Canadian Prospectus. The Company is eligible to use the Shelf Procedures. The Canadian Prospectus, together with the Supplementary Material, will comply, as of its date, the Closing Date and the Additional Closing Date, if any, and at all times during which a prospectus is required by the Canadian Securities Laws to be delivered in connection with any sale of the Shares, with the requirements of the Canadian Securities Laws pursuant to which it has been filed and does and will provide full, true and plain disclosure of all material facts and does not and will not contain a misrepresentation (each within the meaning of the Canadian Securities Laws) relating to the Company and to the Shares. However, the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter or Sub-Underwriter through the Representative expressly for use in the Canadian Prospectus, the Supplementary Material, and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter or Sub-Underwriter consists of the information described as such in Section 7(b) hereof.
Canadian Prospectus. At the time the Company filed the Canadian Base Prospectus, the Company was eligible to file a short-form base shelf prospectus with the Canadian Securities Commissions. The Dual Receipt has been issued in respect of the Canadian Base Prospectus. No order suspending the distribution of the Common Shares or any other securities of the Company has been issued by any Canadian Securities Commissions and no proceedings for that purpose have been instituted or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Securities Commission, and any request made to the Company on the part of any Canadian Securities Commission for additional information has been complied with. The Canadian Prospectus when filed complied and, as amended or supplemented, if applicable, and as of the Closing Time will, comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of the Closing Time will not, contain any untrue statement of a material fact (as defined in the British Columbia Act) or omit to state a material fact (as defined in the British Columbia Act) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of the Closing Time will, contain full, true and plain disclosure of all material facts relating to the Units and to the Company. The above representations and warranties do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Company in writing by the Agents expressly for use therein.
Canadian Prospectus. The Company shall prepare the Canadian Prospectus Supplement in a form approved by the Representatives and shall file with the BCSC and the other Canadian Securities Commissions with a filing date not later than the second business day following the execution and delivery of this Agreement. Promptly after the date hereof, and thereafter from time to time, the Company shall deliver to each of the Underwriters, without charge, as many copies of the Canadian Prospectus and any amendment or supplement thereto as the Representatives may reasonably request. The Company consents to the use of the Canadian Prospectus and any amendment or supplement thereto by the Underwriters and by all dealers to whom the Shares may be sold, both in connection with the offering or sale of the Shares and for any period of time thereafter during the Prospectus Delivery Period. If, during the Prospectus Delivery Period any event shall occur that in the judgment of the Company or counsel to the Underwriters should be set forth in the Canadian Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading (including by omission), or if it is necessary to supplement or amend the Canadian Prospectus to comply with law, the Company shall forthwith prepare and duly file with the BCSC and the other Canadian Securities Commissions an appropriate supplement or amendment thereto, and shall deliver to each of the Underwriters, without charge, such number of copies thereof as the Representatives may reasonably request.
