Canadian Securities Laws Matters Sample Clauses

Canadian Securities Laws Matters. The Parties agree that the Arrangement will be carried out with the intention that, and each shall use reasonable best efforts to ensure that, all Parent Issued Securities issued on completion of the Arrangement pursuant to this Agreement and the Plan of Arrangement will be issued by Parent in reliance on exemptions from the prospectus requirements of applicable Canadian Securities Laws.
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Canadian Securities Laws Matters. Each Contributor acknowledges, covenants and agrees: (a) that the Support Agreement is a document constituting evidence of an interest in a security delivered to it by Acquiror Topco and, as such, constitutes a security of Acquiror Topco; (b) that such Contributor is an “accredited investor” within the meaning of National Instrument 45-106—Prospectus Exemptions of the Canadian Securities Administrators and if applicable, the Contributor was not created, and is not being used, solely to purchase and hold securities in reliance on an exemption from prospectus requirements under applicable securities Laws; (c) that Acquiror Topco intends to rely on an exemption from the requirement to provide the Contributors with a prospectus under applicable Canadian securities Laws and, as a consequence of acquiring security of Acquiror Topco pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to the Contributors, and the Contributors may not receive information that would otherwise be required to be provided to it under applicable securities laws; (d) that securities issued to the Contributors by Acquiror Topco, including Acquiror Topco Shares issued thereunder, will be subject to statutory resale restrictions under applicable Canadian securities Laws, that it will not sell such securities, except in compliance with such applicable Canadian securities Laws and that the certificates representing securities issued to the Contributors by Acquiror Topco within four months of the Closing, if any, will bear legends to that effect; (e) that it has been notified by Acquiror Topco: (i) of the delivery to the Ontario Securities Commission (the “OSC”) of certain personal information pertaining to the Contributor, including the Contributor’s full name, address and telephone number, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution; (ii) that this information is being collected indirectly by the OSC under the authority granted to it in securities legislation; (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario; and (iv) that the Contributor may contact the public official at the OSC at: 00 Xxxxx Xxxxxx Xxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxx X0X 0X0 or at (000) 000-0000 or 1-877-785-1555 or by fa...
Canadian Securities Laws Matters. The Parties agree that the Arrangement will be carried out with the intention that, and each shall use reasonable commercial efforts to ensure that, all Vitesse Issued Securities issued on completion of the Arrangement pursuant to this Agreement and the Plan of Arrangement will be issued by Vitesse in reliance on exemptions from the prospectus requirements of applicable Canadian Securities Laws.
Canadian Securities Laws Matters. (a) The Company represents, warrants and covenants to the Underwriters that: (i) the Company has not offered and will not offer, sell or deliver the Shares: (A) in Canada, (B) to persons whom are residents of Canada or acting on the behalf of residents of Canada, or (C) to any person whom it believes intends to reoffer, resell or deliver the Shares in Canada or to any person who is a resident of Canada or acting on the behalf of a resident of Canada, and the Company will not do any act in furtherance of any of the foregoing; (ii) other than press releases and material change reports that are required to be released and filed under applicable Canadian securities laws and filings made with the TSX, the Company has not and will not publish, advertise or otherwise make any announcements in Canada concerning the distribution of the Shares; (iii) the Company has not marketed and will not market the Shares: (A) in Canada, (B) to persons who are residents of Canada or acting on the behalf of residents of Canada, or (C) to any person whom it believes intends to reoffer, resell or deliver the Shares in Canada or to any person who is a resident of Canada or acting on the behalf of a resident of Canada; (iv) has not conducted and will not conduct road shows, seminars or similar activities in Canada relating to the distribution of the Shares; and (v) the Company has not taken and will not take any other action for the purpose of, or that could reasonably be expected to have the effect of, preparing the market in Canada, or creating a demand in Canada, for the Shares. (b) Each Underwriter represents, warrants and covenants to the Company that: (i) it has not offered and will not offer, sell or deliver the Shares: (A) in Canada, (B) to persons who are residents of Canada or acting on the behalf of residents of Canada, or (C) to any person whom it believes intends to reoffer, resell or deliver the Shares in Canada or to any person who is a resident of Canada or acting on the behalf of a resident of Canada, and it will not do any act in furtherance of any of the foregoing; (ii) it acknowledges that the Shares have not been and will not be qualified for distribution or resale by a prospectus under the securities laws of any province or territory of Canada and shall not be offered, sold or delivered to the persons described in clauses 6(b)(i)(B) and (C), even in circumstances where a private placement exemption from the prospectus requirements of the securities laws of a pro...
Canadian Securities Laws Matters. (a) The Corporation is a “reporting issuer” under applicable Securities Laws in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Xxxxxx Xxxxxx Island and Saskatchewan and is not in default of any material requirements of any Securities Laws applicable in such jurisdictions. The Shares have not been listed or quoted by the Corporation on any market in Canada. As of the date hereof, no order ceasing or suspending trading in securities of the Corporation or prohibiting the sale of such securities has been issued and is currently outstanding against the Corporation, or against any of its directors and officers. (b) The Corporation has not taken any action to cease to be a reporting issuer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Xxxxxx Xxxxxx Island and Saskatchewan nor has the Corporation received notification from any Securities Authority seeking to revoke the reporting issuer status of the Corporation. (c) The Corporation has timely filed with the Securities Authorities all material forms, reports, schedules, statements and other documents required to be filed by the Corporation with the Securities Authorities since December 31, 2021 and, no such document, at the time filed (or, if amended or superseded by a subsequent filing, on the date of such filing) contained any misrepresentation. The Corporation has not filed any confidential material change report with the Securities Authorities which at the date hereof remains confidential or any other confidential filings filed to or furnished with, as applicable, any Securities Authorities. There are no outstanding or unresolved comments in comment letters from any Securities Authorities with respect to any filings by the Corporation with NASDAQ or Securities Authorities, and neither the Corporation nor any of the filings by the Corporation with NASDAQ or Securities Authorities is subject of an ongoing audit, review, comment or investigation by any Securities Authorities or NASDAQ.
Canadian Securities Laws Matters. 35 6.6 Best Efforts and Further Assurances...........................................................35 6.7
Canadian Securities Laws Matters. BAM is a “reporting issuer” in Ontario and is not in default of any requirement under Canadian Securities Laws. From and after December 31, 2009, BAM has duly filed or delivered all financial statements, reports, filings, disclosures, releases and other materials required to be filed with or delivered to the Ontario Securities Commission (including, periodic timely disclosure filings and other materials required to be filed by a reporting issuer under Canadian Securities Laws). All such financial statements, reports, filings, disclosures, releases or other materials were prepared, in all material respects, in accordance with Canadian Securities Laws and, as of the date of the filing or delivery thereof, none of such financial statements, reports, filings, disclosures, releases or other materials contained any Misrepresentation. Since September 30, 2010, there has been no Material Change of BAM which has not been generally disclosed. Since September 30, 2010, BAM has not received nor is it aware of any notice, letter, inquiry or other communication from the Ontario Securities Commission, the TSX, the NYSE or any other securities regulatory authority with respect to any inquiry, investigation, review, continuous disclosure review or like proceeding relating to BAM, any director, officer or insider of BAM or their respective activities or BAM’s public disclosures, which have not been generally disclosed.
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Canadian Securities Laws Matters. Petrominerales is a “reporting issuer” under applicable Canadian Securities Laws in each of the provinces of Canada, and is not in default of any material requirements of any Canadian Securities Laws applicable in such jurisdictions. No delisting, suspension of trading in or cease trading order with respect to the Shares is pending or, to the knowledge of Petrominerales, threatened. The documents comprising Petrominerales Current Public Disclosure Record did not at the time filed with Securities Authorities contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading in light of the circumstances under which they were made. Petrominerales has timely filed with the Securities Authorities all material forms, reports, schedules, statements and other documents required to be filed by Petrominerales with the Securities Authorities. Petrominerales has not filed any confidential material change report with the Securities Authorities which at the date hereof remains confidential.
Canadian Securities Laws Matters. The issuance of the Merger Consideration will not result in any contravention by Lions Gate of the Canadian Securities Laws.

Related to Canadian Securities Laws Matters

  • Securities Law Matters (i) Contributor and each of its members who receive Units is an "accredited investor" as such term is defined under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (ii) The members (the "Members") of Contributor are as set forth on Exhibit O hereto; (iii) The Members have their primary residence in the State of Illinois; (iv) Contributor will hold the Units for its own account for investment purposes only and not with a view to distribution and does intend to distribute or resell the Units, except as expressly set forth at the end of this Section 5(v) below; (v) Taking into account the personnel and resources Contributor can practically bring to bear on the acquisition of the Units in FWRLP contemplated hereby, Contributor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting an investment decision like that involved in the acquisition of the Units, including investments in securities issued by FWRLP, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to acquire the Units (including the Confidential Information Statement, as supplemented through the date hereof, attached hereto as Exhibit M which contains the First Amended and Restated Agreement of Limited Partnership of FWRLP and any Amendments thereto (the "Partnership Agreement"); (vi) Contributor will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act and the rules and regulations promulgated thereunder and with the terms and conditions of the Partnership Agreement; (vii) Contributor acknowledges that the Units to be issued must be held until they are subsequently registered under the Securities Act and under applicable state securities or blue sky laws, unless exemptions from such registrations are available at the time of resale; (viii) Prior to the issuance of the Units, Contributor will execute all such other documents and instruments as may be reasonably necessary to allow FWRLP to comply with Federal and state securities law requirements with respect to the issuance of the Units and to comply with the terms of the Partnership Agreement; and (ix) Contributor acknowledges and agrees that, notwithstanding Section 8.6 of the Partnership Agreement, the Units to be issued hereunder shall not be redeemable for cash or exchangeable for Common Stock in the REIT for a period of thirteen (13) months from the date of issuance to Contributor. FWRLP hereby agrees that, at Closing, Contributor may transfer the Units to its Members, or may request FWRLP to issue the Units directly to its Members, provided that the Members receiving such Units shall make the representations contained in and agree to be bound (on a several basis with respect to matters pertaining to such Members) by all of the provisions of this Section 5(v) and any other provision of this Agreement relating to the Units (in lieu of Contributor), and by accepting such Units hereby agree to be so bound.

  • Securities Laws (a) LIFE COMPANY represents and warrants that (i) interests in each Account pursuant to the Contracts will be registered under the 1933 Act to the extent required by the 1933 Act, (ii) the Contracts will be duly authorized for issuance and sold in compliance with all applicable federal and state laws, including, without limitation, the 1933 Act, the 1934 Act, the 1940 Act and the law(s) of LIFE COMPANY’s state(s) of organization and domicile, (iii) each Account is and will remain registered under the 1940 Act, to the extent required by the 1940 Act, (iv) each Account does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, to the extent required, (v) each Account’s 1933 Act registration statement relating to the Contracts, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder, (vi) LIFE COMPANY will amend the registration statement for its Contracts under the 1933 Act and for its Accounts under the 1940 Act from time to time as required in order to effect the continuous offering of its Contracts or as may otherwise be required by applicable law, and (vii) each Account Prospectus, Statement of Additional Information, and then-current stickers (collectively referred to herein as “Account Prospectus”), will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder. (b) AVIF represents and warrants that (i) Shares sold pursuant to this Agreement will be registered under the 1933 Act to the extent required by the 1933 Act and duly authorized for issuance and sold in compliance with Delaware law, (ii) AVIF is and will remain registered under the 1940 Act to the extent required by the 1940 Act, (iii) AVIF will amend the registration statement for its Shares under the 1933 Act and itself under the 1940 Act from time to time as required in order to effect the continuous offering of its Shares, (iv) AVIF does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, (v) AVIF’s 1933 Act registration statement, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and rules thereunder, and (vi) AVIF’s Prospectus, Statement of Additional Information, and then-current stickers (collectively referred to herein as “AVIF Prospectus”), will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder. (c) AVIF will at its expense register and qualify its Shares for sale in accordance with the laws of any state or other jurisdiction if and to the extent reasonably deemed advisable by AVIF. (d) AVIF represents and warrants that all of its trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.

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