Compliance with Canadian Securities Laws. BIP is a reporting issuer in each of the Qualifying Jurisdictions, is not in default under the Canadian Securities Laws, and is in compliance in all material respects with its timely disclosure obligations under Canadian Securities Laws and the requirements of the Exchanges. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of BIP has been issued or made by any Securities Commission, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been instituted or are pending or, to BIP’s knowledge, are contemplated by any such authority. Any request on the part of the Securities Commissions, such other securities commission, or stock exchange or other regulatory authority for additional information in connection with the Offering has been complied with in all material respects. At the time the Canadian Supplement is filed with the Securities Commissions, and at all times subsequent thereto up to and including the last day on which Additional Units may be purchased under this Agreement, (A) the Supplemented Canadian Prospectus will comply in all material respects with the Canadian Securities Laws, and (B) the Supplemented Canadian Prospectus, any Subsequent Disclosure Documents and any amendment or supplement thereto, together with each document incorporated therein by reference, will constitute full, true and plain disclosure of all material facts relating to BIP taken as a whole, the Units and the Additional Units and will not contain a misrepresentation. Each copy of the Supplemented Canadian Prospectus provided to the Underwriters by BIP was, or will be, identical to the version thereof filed electronically by BIP with the Securities Commissions on SEDAR.
Compliance with Canadian Securities Laws. With a view to making available the benefits of Canadian Securities Laws that may at any time permit the resale of Registrable Securities without the filing of a Canadian Prospectus, at all times after the Company becoming a reporting issuer or the equivalent under Canadian Securities Laws in any province or territory of Canada, the Company agrees to use is reasonable best efforts to (a) file with the appropriate Canadian Securities Authority authorities in a timely manner all reports and other documents required under Canadian Securities Laws, and (b) so long as any Holder owns any Registrable Securities, furnish to any Holder forthwith upon request a written statement by the Company stating that the Company is a reporting issuer and is not in default of any requirement under Canadian Securities Laws.
Compliance with Canadian Securities Laws. The Partnership is a reporting issuer in each province and territory of Canada, is not in default under the securities act or similar statutes of any province or territory of Canada and all regulations, rules, policy statements, notices and blanket orders or rulings thereunder applicable to the Partnership (the “Canadian Securities Laws”), and is in compliance, in all material respects, with its timely disclosure obligations under Canadian Securities Laws and the requirements of the Toronto Stock Exchange. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of the Partnership has been issued or made by any securities commission (including the Commission) or other securities regulatory authority in any province or territory of Canada (the “Securities Commissions”) and no proceedings for that purpose have been instituted or are pending or, to the Partnership’s knowledge, are contemplated or threatened by any such authority. Any request on the part of the Securities Commissions for additional information in connection with the offering has been complied with in all material respects.
Compliance with Canadian Securities Laws. 3.3.1 The Company shall comply with the Canadian Securities Laws so as to permit the completion of the distribution of the Offered Shares as contemplated in this Agreement and in the Registration Statement, the Time of Sale Prospectus and the Final Offering Documents.
3.3.2 If, during such period after the first date of the public offering of the Offered Shares based upon the reasonable advice of counsel for the Underwriter, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Canadian Prospectus Supplement in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, or if, based upon the reasonable advice of counsel for the Underwriter, it is necessary to amend or supplement the Canadian Prospectus Supplement to comply with applicable law, the Company will forthwith prepare and file with the Canadian Securities Regulators in the Qualifying Jurisdictions, either amendments or supplements to the Canadian Prospectus Supplement so that the statements in the Canadian Prospectus Supplement as so amended or supplemented will not, in the light of the circumstances in which they were made, be misleading or so that the Canadian Prospectus Supplement, as amended or supplemented, will comply with applicable law.
3.3.3 In the event that the Company is required by Canadian Securities Laws (as a result of a change in Canadian Securities Laws or otherwise) to prepare and file a Canadian Prospectus Amendment, the Company shall prepare and deliver promptly to the Underwriter signed and certified copies of such Canadian Prospectus Amendment in the English language. Concurrently with the delivery of any Canadian Prospectus Amendment, the Company shall deliver to the Underwriter, with respect to such Canadian Prospectus Amendment, documents similar to those referred to in Sections 3.7 and 3.8.
Compliance with Canadian Securities Laws. The Consideration Shares, when issued, will be issued in compliance with all requirements of the Canadian Securities Laws and the Exchange as applicable. The Consideration Shares will not be subject to any resale restrictions in Canada other than those imposed by applicable Canadian Securities Laws and the Exchange as applicable. Other than as contemplated in this Agreement, no other consent, approval, authorization of any court or regulatory body in Canada is required for the consummation of the transactions contemplated by this Agreement.
Compliance with Canadian Securities Laws. Each of the Agents shall, when effecting sales of the Offered Units and the Additional Units comply with the provisions of Canadian Securities Laws and the terms and conditions set forth in this Agreement. The Fund shall fulfil and comply, to the satisfaction of the Agents, with the Canadian Securities Laws required to be fulfilled or complied with by the Fund to qualify the Offered Units and the Additional Units for Distribution in the Qualifying Jurisdictions through the Agents or any Sub Agents who comply with applicable Canadian Securities Laws. All legal requirements to enable the Distribution of the Offered Units and the Additional Units shall be fulfilled as soon as practicable. Without limiting the generality of the foregoing, the Fund shall, as soon as possible after any regulatory deficiencies have been satisfied with respect to the Preliminary Prospectus on a basis acceptable to the Agents, acting reasonably, sign, as required by Canadian Securities Laws, and file the Final Prospectus in each of the Qualifying Jurisdictions and use reasonable efforts to obtain and deliver to the Agents and to the Agents’ counsel a final receipt issued by the OSC (including the deemed receipt from the other Qualifying Jurisdictions pursuant to the Passport System) (the “Final Receipt”) for the Final Prospectus with each of the securities regulatory authorities of the Qualifying Jurisdictions on or prior to 5:00 p.m. (Toronto time) on August 31, 2011 (or such later date as may be agreed to in writing by the Fund and RBC on behalf of the Agents).
Compliance with Canadian Securities Laws. The Corporation shall fulfil, to the reasonable satisfaction of the Underwriters’ counsel, all legal requirements to be fulfilled by the Corporation to enable the Shares to be offered for sale and sold to the public in each of the Qualifying Jurisdictions by the Underwriters who comply with the Canadian Securities Laws. All legal requirements to enable the Offering of the Shares shall be fulfilled as soon as possible but in any event in each Qualifying Jurisdiction not later than 8:00 p.m. (Toronto time) on the date of this Agreement. Such fulfilment shall include, without limitation, compliance with all Canadian Securities Laws with respect to the preparation and filing of the English and French language versions of the Canadian Prospectus in each of the Qualifying Jurisdictions.
Compliance with Canadian Securities Laws. BIP is a reporting issuer in each of the Qualifying Jurisdictions, is not in default under the Canadian Securities Laws, and is in compliance in all material respects with its timely disclosure obligations under Canadian Securities Laws and the requirements of the TSX. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of BIP has been issued or made by any Securities Commission and no proceedings for that purpose have been instituted or are pending or, to BIP’s knowledge, are contemplated by any such authority. Any request on the part of the Securities Commissions for additional information in connection with the Offering has been complied with in all material respects.
Compliance with Canadian Securities Laws. The Company is in compliance in all material respects with all its disclosure obligations under Canadian Securities Laws. All of the documentation which has been filed by or on behalf of the Company with the Canadian Securities Regulators pursuant to the requirements of Canadian Securities Laws, including but not limited to all material change reports, press releases and financial statements of the Company is, as of the respective filing dates thereof, in compliance in all material respects with Canadian Securities Laws of the Qualifying Jurisdictions and did not contain a misrepresentation and does not contain a misrepresentation as of the date hereof.
Compliance with Canadian Securities Laws. The Underwriters will comply with applicable Canadian Securities Laws applicable to the Underwriters in connection with the offer to sell and the distribution of the Offered Securities in the Qualifying Jurisdictions.
