Common use of CONDITIONS OF CLOSINGS Clause in Contracts

CONDITIONS OF CLOSINGS. 10.1 The obligations of the Agent on each Closing will be conditional upon the following: (a) on each Closing, the Issuer will have delivered to the Agent and its solicitor a favourable opinion of the Issuer's solicitor dated as of the date of such Closing, in a form acceptable to the Agent and its solicitor as to all legal matters reasonably requested by the Agent relating to the business of the Issuer and the creation, issuance and sale of the Securities; (b) on each Closing, the Issuer will have delivered to the Agent and its solicitor such certificates of its officers, comfort letters or opinions of its auditors, and other documents relating to the Private Placement or the affairs of the Issuer as the Agent or its solicitor may reasonably request; (c) each representation and warranty of the Issuer which is contained in this Agreement continues to be true, and the Issuer has performed or complied with all of its covenants, agreements and obligations under this Agreement; and (d) no Commission has advised the Issuer in writing that its securities are not eligible for the shorter hold period provided for in the Multilateral Instrument. 10.2 Each Closing and the obligations of the Issuer and the Agent to complete the issue and sale of the Securities are subject to: (a) receipt of all required regulatory approval for or acceptance of the Private Placement; (b) the removal or partial revocation of any cease trading order or trading suspension made by any competent authority to the extent necessary to complete the Private Placement; and (c) the Issuer being a Qualifying Issuer at the time of such Closing.

Appears in 2 contracts

Samples: Agency Agreement (Kimber Resources Inc.), Agency Agreement (Kimber Resources Inc.)

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CONDITIONS OF CLOSINGS. 10.1 The obligations of the Agent on each Closing will be conditional upon the following: (a) on each Closing, the Issuer will have delivered to the Agent and its solicitor a favourable opinion of the Issuer's solicitor dated as of the date of such Closing, in a form acceptable to the Agent and its solicitor as to all legal matters reasonably requested by the Agent relating to the business of the Issuer and the creation, issuance and sale of the Securities; (b) on each Closing, the Issuer will have delivered to the Agent and its solicitor such certificates of its officers, comfort letters or opinions of its auditors, and other documents relating to the Private Placement or the affairs of the Issuer as the Agent or its solicitor may reasonably request; (c) each representation and warranty of the Issuer which is contained in this Agreement continues to be true, and the Issuer has performed or complied with all of its covenants, agreements and obligations under this Agreement; and (d) no Commission has advised the Issuer in writing that its securities are not eligible for the shorter hold period provided for in the Multilateral Multilaterial Instrument. 10.2 Each Closing and the obligations of the Issuer and the Agent to complete the issue and sale of the Securities are subject to: (a) receipt of all required regulatory approval for or acceptance of the Private Placement; (b) the removal or partial revocation of any cease trading order or trading suspension made by any competent authority to the extent necessary to complete the Private Placement; and (c) the Issuer being a Qualifying Issuer at the time of such Closing.

Appears in 2 contracts

Samples: Agency Agreement (Kimber Resources Inc.), Agency Agreement (Kimber Resources Inc.)

CONDITIONS OF CLOSINGS. 10.1 The obligations of the Agent Agents on each Closing will be conditional upon the following: (a) on each Closing, the Issuer will have delivered to the Agent Agents and its their solicitor a favourable opinion of the Issuer's ’s solicitor dated as of the date of such Closing, in a form acceptable to the Agent Agents and its their solicitor as to all legal matters reasonably requested by the Agent Agents relating to the business of the Issuer and the creation, issuance issuance, distribution and sale of the Securities; (b) on each Closing, the Issuer will have delivered to the Agent Agents and its their solicitor such certificates of its officers, comfort letters or opinions of its auditors, and other documents relating to the Private Placement or the affairs of the Issuer as the Agent Agents or its their solicitor may reasonably request;; and (c) each representation and warranty of the Issuer which is contained in this Agreement continues to be true, and the Issuer has performed or complied with all of its covenants, agreements and obligations under this Agreement; and (d) no Commission has advised the Issuer in writing that its securities are not eligible for the shorter hold period provided for in the Multilateral Instrument. 10.2 Each Closing and the obligations of the Issuer and the Agent Agents to complete the issue and sale of the Securities are subject to: (a) receipt of all required regulatory approval for or acceptance of the Private Placement; (b) the removal or partial revocation of any cease trading order or trading suspension made by any competent authority and any “inactive” designation by the Exchange to the extent necessary to complete the Private Placement; and (c) the Issuer being a Qualifying Issuer at the time of such ClosingIssuer.

Appears in 1 contract

Samples: Agency Agreement (Platinum Group Metals LTD)

CONDITIONS OF CLOSINGS. 10.1 The obligations of the Agent on each Closing will be conditional upon the following: (a) on each Closing, the Issuer will have delivered to the Agent and its solicitor a favourable opinion of the Issuer's solicitor ’s US and Canadian solicitors dated as of the date of such Closing, in a form reasonably acceptable to the Agent and its solicitor as to all legal matters reasonably requested by the Agent relating to the business of the Issuer and the creation, issuance and sale of the Securities; (b) on each Closing, the Issuer will have delivered to the Agent and its solicitor such certificates of its officers, comfort letters or opinions of its auditors, and officers other documents relating to the Private Placement or the affairs of the Issuer as the Agent or its solicitor may reasonably request; (c) each representation and warranty of the Issuer which is contained in this Agreement continues to be true, and the Issuer has performed or complied with all of its covenants, agreements and obligations under this Agreement; (d) the completion of due diligence satisfactory to the Agent, on the Issuer, the Issuer’s management, business, assets and technology; and (de) no Commission has advised the Issuer in writing that has completed a consolidation of its securities are not eligible common shares on a 7 old for the shorter hold period provided for in the Multilateral Instrument.1 new basis; 10.2 Each Closing and the obligations of the Issuer and the Agent to complete the issue and sale of the Securities are subject to: (a) receipt of all required regulatory approval for or acceptance of the Private Placement;; and (b) the removal or partial revocation of any cease trading order or trading suspension made by any competent authority to the extent necessary to complete the Private Placement; and (c) the Issuer being a Qualifying Issuer at the time of such Closing.

Appears in 1 contract

Samples: Agency Agreement (Vuzix Corp)

CONDITIONS OF CLOSINGS. 10.1 The obligations of the Agent Agents on each Closing will be conditional upon the following: : (a) on each Closing, Closing the Issuer will have delivered to the Agent Agents and its their solicitor a favourable opinion of the Issuer's solicitor dated as of the date of such Closing, in a form acceptable to the Agent Agents and its their solicitor as to all legal matters reasonably requested by the Agent Agents relating to the business of the Issuer and the creation, issuance and sale of the Securities; ; (b) on each Closing, the Issuer will have delivered to the Agent Agents and its their solicitor such certificates of its officersofficers and experts who may have assisted in the preparation of the Offering Memorandum, if any, comfort letters or opinions of its auditors, and other documents relating to the Private Placement or the affairs of the Issuer as the Agent Agents or its their solicitor may reasonably request; ; and (c) each representation and warranty of the Issuer which is contained in this Agreement continues to be true, and the Issuer has performed or complied with all of its covenants, agreements and obligations under this Agreement; and (d) no Commission has advised the Issuer in writing that its securities are not eligible for the shorter hold period provided for in the Multilateral Instrument. 10.2 Each Closing and the obligations of the Issuer and the Agent Agents to complete the issue and sale of the Securities are subject to: : (a) receipt of all required regulatory approval for or acceptance of the Private Placement; ; and (b) the removal or partial revocation of any cease trading order or trading suspension made by any competent authority to the extent necessary to complete the Private Placement; and (c) the Issuer being a Qualifying Issuer at the time of such Closing.

Appears in 1 contract

Samples: Agency Agreement (Softcare Ec Com Inc)

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CONDITIONS OF CLOSINGS. 10.1 The obligations of the Agent on each Closing will be conditional upon the following: (a) on each Closing, the Issuer will have delivered to the Agent and its solicitor a favourable opinion of the Issuer's solicitor dated as of the date of such Closing, in a form acceptable to the Agent and its solicitor as to all legal matters reasonably requested by the Agent relating to the business of the Issuer and the creation, issuance and sale of the Securities; (b) on each Closing, the Issuer will have delivered to the Agent and its solicitor such certificates of its officersofficers and experts, comfort letters or opinions of its auditors, ddd\dddO3673 and other documents relating to the Private Placement or the affairs of the Issuer as the Agent or its solicitor may reasonably request; (c) each representation and warranty of the Issuer which is contained in this Agreement continues to be true, and the Issuer has performed or complied with all of its covenants, agreements and obligations under this Agreement; and (d) no Commission has advised the Issuer in writing that its securities are not eligible for the shorter four month hold period provided for in the Multilateral Instrument. 10.2 Each Closing and the obligations of the Issuer and the Agent to complete the issue and sale of the Securities are subject to: (a) receipt of all required regulatory approval for or acceptance of the Private Placement; (b) the removal or partial revocation of any cease trading order or trading suspension made by any competent authority to the extent necessary to complete the Private Placement; and (c) the Issuer being a Qualifying Issuer at the time of such Closing.

Appears in 1 contract

Samples: Agency Agreement (Amera Resources CORP)

CONDITIONS OF CLOSINGS. 10.1 The obligations of the Agent on each Closing will be conditional upon the following: (a) on each Closing, the Issuer will have delivered to the Agent and its solicitor a favourable opinion of the Issuer's solicitor dated as of the date of such Closing, in a form acceptable to the Agent and its solicitor as to all legal matters reasonably requested by the Agent relating to the business of the Issuer and the creation, issuance and sale of the Securities; (b) on each Closing, the Issuer will have delivered to the Agent and its solicitor such certificates of its officersofficers and experts, if any, comfort letters or opinions of its auditors, and other documents relating to the Private Placement or the affairs of the Issuer as the Agent or its solicitor may reasonably request;; and (c) each representation and warranty of the Issuer which is contained in this Agreement continues to be true, and the Issuer has performed or complied with all of its covenants, agreements and obligations under this Agreement; and (d) no Commission has advised the Issuer in writing that its securities are not eligible for the shorter hold period provided for in the Multilateral Instrument. 10.2 Each Closing and the obligations of the Issuer and the Agent to complete the issue and sale of the Securities are subject to: (a) receipt of all required regulatory approval for or acceptance of the Private Placement;; and (b) the removal or partial revocation of any cease trading order or trading suspension made by any competent authority to the extent necessary to complete the Private Placement; and (c) the Issuer being a Qualifying Issuer at the time of such Closing.

Appears in 1 contract

Samples: Agency Agreement (Chemokine Therapeutics Corp)

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