Canadian Securities Law Matters the distribution of the Consideration pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of Canadian Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under Canadian Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities);
Canadian Securities Law Matters. Parent shall (a) maintain the listing and posting for trading of its subordinate voting shares on the CSE unless such Capital Stock is listed and posting for trading on the New York Stock Exchange or Nasdaq, in which case it shall maintain such listing and posting on such exchange, (b) maintain its status as a “reporting issuer”, or, if Parent’s Capital Stock is listed and posting for trading on the New York Stock Exchange or Nasdaq, the equivalent thereof in the United States, and, in each case not in default (beyond any notice and cure period) of the requirements of the Applicable Securities Legislation in the Reporting Jurisdictions, and (c) obtain the acceptance of the CSE for the listing and posting of the Warrant Shares if required under the policies of the CSE unless Parent’s Capital Stock is listed and posting for trading on the New York Stock Exchange or Nasdaq, in which case it shall obtain the acceptance of such exchange for the listing and posting of the Warrant Shares if required under the policies of such exchange.
Canadian Securities Law Matters. (a) The outstanding subordinate voting shares in the share capital of Parent are listed and posted for trading on the CSE.
(b) Parent is a reporting issuer or the equivalent in each Reporting Jurisdiction and is in compliance with the Applicable Securities Legislation of each Reporting Jurisdiction and the policies of the CSE and is not included in any list of defaulting reporting issuers maintained by the securities commission of any Reporting Jurisdiction.
(c) There is no “material change”, as defined in the Applicable Securities Legislation, relating to Parent that has not been fully disclosed in accordance with the requirements of the Applicable Securities Legislation and the policies of the CSE.
(d) The issuance of the Warrant Agreements and Warrant Shares, as applicable, will be exempt from the prospectus requirements of the Applicable Securities Legislation.
Canadian Securities Law Matters. The Company (i) is not, and as of any Original Distribution Date was not, incorporated or organized under the laws of Canada or a jurisdiction of Canada, (ii) has and, as of any Original Distribution Date had, (A) its head office outside of Canada and (B) a majority of its executive officers (within the meaning of both National Instrument 33-105 – Underwriting Conflicts and National Instrument 45-102 – Resale of Securities) and a majority of its directors ordinarily resident outside of Canada, and the Company is not a “reporting issuer” (within the meaning of applicable Canadian securities laws) in a jurisdiction of Canada. As used in this clause (xl), “Original Distribution Date” means each date on which any of the Securities were distributed by the Company to a Selling Shareholder resident in Canada in reliance on an exemption from a Canadian prospectus requirement.
Canadian Securities Law Matters. Prior to the consummation of the TerrAscend Transaction:
(a) The outstanding subordinate voting shares in the share capital of Parent are listed and posted for trading on the CSE.
(b) Parent is a reporting issuer or the equivalent in each Reporting Jurisdiction and is in material compliance with the Applicable Securities Legislation of each Reporting Jurisdiction and the policies of the CSE and is not included in any list of defaulting reporting issuers maintained by the securities commission of any Reporting Jurisdiction.
(c) There is no “material change”, as defined in the Applicable Securities Legislation, relating to Parent that has not been fully disclosed in accordance with the requirements of the Applicable Securities Legislation and the policies of the CSE.
Canadian Securities Law Matters. Prior to the consummation of the TerrAscend Transaction, Parent shall (a) maintain the listing and posting for trading of its subordinate voting shares on the CSE unless such Capital Stock is listed and posting for trading on the New York Stock Exchange or Nasdaq, in which case it shall maintain such listing and posting on such exchange, and (b) maintain its status as a “reporting issuer”, or, if Parent’s Capital Stock is listed and posting for trading on the New York Stock Exchange or Nasdaq, the equivalent thereof in the United States, and, in each case not in default (beyond any notice and cure period) of the requirements of the Applicable Securities Legislation in the Reporting Jurisdictions.
Canadian Securities Law Matters. To the knowledge of the Company, immediately after the Closing, (i) less than 5% of the holders (beneficial or otherwise) of Company Common Stock are residents of Canada and (ii) less than 5% of the outstanding shares of Company Common Stock are beneficially owned by residents of Canada, excluding, in each case of clauses (i) and (ii), the Purchasers.
Canadian Securities Law Matters. The Purchaser certifies that it is not resident in British Columbia and acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (ii) there is no government or other insurance covering the Securities; (iii) there are risks associated with the purchase of the Securities; (iv) there are restrictions on the Purchaser’s ability to resell the Securities and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Purchased Securities; (vi) the Company has advised the Purchaser that the Company is relying on an exemption from the requirements to provide the Purchaser with a prospectus and to sell securities through a person registered to sell securities under Canadian Securities Laws and as a consequence of acquiring Securities pursuant to this exemption, certain statutory rights of rescission or damages will not be available to the Purchaser.
Canadian Securities Law Matters. (a) Greenbrook is a “reporting issuer” under applicable Securities Laws in all of the provinces and territories of Canada, and is not in default of any material requirements of any Securities Laws applicable in such jurisdictions. No order ceasing or suspending trading in securities of Greenbrook or prohibiting the sale of such securities under Canadian Securities Laws has been issued and is currently outstanding against Greenbrook or, to the knowledge of Greenbrook, against any of its directors or officers.
(b) Greenbrook has not taken any action to cease to be a reporting issuer in Canada nor has Greenbrook received notification from any Canadian Securities Authority seeking to revoke the reporting issuer status of Greenbrook. No Proceeding or Order for the delisting, suspension of trading in, cease trade order or other order or restriction with respect to the securities of Greenbrook is pending or, to the knowledge of Greenbrook, threatened or expected to be implemented or undertaken and, to the knowledge of Greenbrook, Greenbrook is not subject to any formal or informal review, enquiry, investigation or other Proceeding relating to any such order or restriction.
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(c) The documents comprising Greenbrook Public Documents did not at the time filed (or, if amended or superseded by a subsequent filing, on the date of such filing) with the Canadian Securities Authorities contain any misrepresentation. Except as disclosed in Section (9)(c) of the Greenbrook Disclosure Letter, since January 1, 2022, Greenbrook has timely filed with the Canadian Securities Authorities all material forms, reports, schedules, statements and other documents required to be filed by Xxxxxxxxxx with the Securities Authorities. Greenbrook has not filed any confidential material change report with the Canadian Securities Authorities which at the date hereof remains confidential or any other confidential filings filed to or furnished with, as applicable, any Canadian Securities Authorities. There are no outstanding or unresolved comments in comment letters from any Canadian Securities Authorities with respect to any filings by Greenbrook with the Securities Authorities, and, to the knowledge of Greenbrook, neither Xxxxxxxxxx nor any of the filings by Xxxxxxxxxx with the Canadian Securities Authorities is subject of an ongoing audit, review, comment or investigation by any Canadian Securities Authorities.
Canadian Securities Law Matters. (a) 4Front is a “reporting issuer” under Canadian Securities Laws, is not on the list of reporting issuers in default under the Canadian Securities Laws and is in compliance in all material respects with all such Canadian Securities Laws. 4Front has not taken any action to cease to be a reporting issuer nor has 4Front received written notification from any Governmental Authority seeking to revoke the reporting issuer status of 4Front. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of any kind or type of 4Front that may prevent or restrict trading is pending, in effect, has been threatened in writing or is expected to be implemented or undertaken.
(b) The Consideration Shares to be issued pursuant to this Agreement will be distributed pursuant to the exemptions set out in National Instrument 45-106 - Prospectus Exemptions.
(c) The Consideration Shares will not bear any legend under Canadian Securities Laws.
(d) The definitive form of certificates for the Consideration Shares, if any, to be issued to the Shareholder and the Stock Consideration Designees pursuant to this Agreement have been, and will be on the Closing Date, duly authorized, approved and adopted by 4Front and comply with all legal requirements relating thereto.
