Common use of Canadian Securities Compliance Clause in Contracts

Canadian Securities Compliance. Parent shall use its Best Efforts to obtain all orders required from the applicable Canadian securities commissions or similar regulatory authorities to permit the issuance and first resale of (a) the Exchangeable Shares and Parent Common Shares issued pursuant to the Transactions, (b) the Acquisition Shares, (c) the Replacement Options and (d) the Parent Common Shares issued from time to time upon the exercise of the Replacement Options (the "Canadian Securities Orders"), in each case without qualification with or approval of or the filing of any document, including any prospectus or similar document, or the taking of any proceeding with or the obtaining of any further order, ruling or consent from, any Governmental Body or regulatory authority under any Canadian federal, provincial or territorial securities or other laws or pursuant to the rules and regulations of any regulatory authority administering such laws, or the fulfillment of any other legal requirement in any such jurisdiction (other than, with respect to such resales, any restrictions on transfer by reason of a holder being a "control person" of Parent, Exchangeco or NovaScotiaco for purposes of Canadian provincial securities laws).

Appears in 2 contracts

Samples: Share Exchange Agreement, Canadian Share Exchange Agreement (Ideal Accents Inc)

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Canadian Securities Compliance. Parent shall use its Best Efforts to obtain all orders required from the applicable Canadian securities commissions or similar regulatory authorities to permit the issuance and first resale of (a) the Exchangeable Shares and Parent Common Shares issued pursuant to the Contemplated Transactions, (b) the Acquisition SharesParent Common Shares issued upon exchange of the Exchangeable Shares from time to time, and (c) the Replacement Options and (d) the Parent Common Shares issued from time to time upon the exercise of the Replacement Options (the "Canadian Securities Orders"), in each case without qualification with or approval of or the filing of any document, including any prospectus or similar document, or the taking of any proceeding with or the obtaining of any further order, ruling or consent from, any Governmental Body or regulatory authority under any Canadian federal, provincial or territorial securities or other laws or pursuant to the rules and regulations of any regulatory authority administering such laws, or the fulfillment of any other legal requirement in any such jurisdiction (other than, with respect to such first resales, any restrictions on transfer by reason of of, among other things, a holder being a "control person" of Parent, Exchangeco Parent or NovaScotiaco Acquisition Sub for purposes of Canadian provincial securities laws).

Appears in 2 contracts

Samples: Agreement and Plan (Infospace Com Inc), Infospace Com Inc

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