Conditions of the Offering. The U.S. Agents' obligations under this Agreement are conditional upon and subject to: (1) the U.S. Agents receiving at the Time of Closing favourable legal opinions to be delivered to the U.S. Agents by Field Atkinson Perraton LLP, Canadian counsel to the Corporation axx Xxxxx Rives LLP, the Corporation's U.S. counsel (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation as to the qualification or the registration of the Securities for sale to the public in Canada and the United States and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, of public officials and Exchange officials or of the auditors or transfer agent of the Corporation) dated the Closing Date, addressed to the U.S. Agents and their counsel, as to those matters set forth in Schedule B hereto, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel; (2) the U.S. Agents having received the comfort letter referred to in Section 9(1)(a); (3) the U.S. Agents having received a comfort letter, dated the Closing Date, in form and substance satisfactory to the U.S. Agents, acting reasonably, bringing forward to a date not more than two business days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(1)(a); (4) the U.S. Agents receiving at the Time of Closing a legal opinion (or opinions), dated the Closing Date in form and substance satisfactory to the U.S. Agents and their counsel, addressed to the U.S. Agents and their counsel, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties; (5) the U.S. Agents receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the U.S. Agents and their counsel, addressed to the U.S. Agents and their counsel, from local counsel to the Corporation, stating that each of Caystar Holdings, Bogoso Holdings, Bogoso Gold Limited and Wasford Holdings has been duly created and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of each such corporation, except as set out in Schedule A, in each case addressed to the U.S. Agents and their counsel, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel; (6) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof; (7) at the Time of Closing, CIBC Mellon Trust Company, at its principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares and warrant trustee for the Warrants and the Warrant Indenture relating to the Warrants having been executed by the Corporation and CIBC Mellon Trust Company; and (8) the Canadian Underwriting Agreement having been executed by the Corporation and the Canadian Underwriters, and none of the Canadian Underwriters shall have relied upon any rights of termination in the Canadian Underwriting Agreement to terminate the offering of the Securities in Canada and all conditions to the Canadian Underwriters obligations thereunder having been waived or satisfied; (9) the Corporation delivering a certificate signed on behalf of the Corporation by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation, addressed to the U.S. Agents and dated the Closing Date, in a form satisfactory to the U.S. Agents and their counsel, certifying for and on behalf of the Corporation and not in their personal capacities that, to the actual know ledge of the persons signing such certificate, after having made due inquiry: (a) the Corporation has complied in all respects with all covenants and satisfied all terms and conditions of this U.S. Agreement on its part to be complied with and satisfied at or prior to the Time of Closing on the Closing Date; (b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Securities or any of the Corporation's issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened; and (c) all of the representations and warranties made by the Corporation in this U.S. Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby; (10) the National Association of Securities Dealers, Inc. ("NASD") has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements related to the offering; (11) the U.S. Agents shall have received favourable opinions of Stikeman Elliott and Dorsey & Whitney LLP, their Canadian and U.S. counsel, respexxxxxxy, xx xx xuch matters as the U.S. Agents shall reasonably request; and (12) the U.S. Agents receiving at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as are consistent with the transactions contemplated herein.
Appears in 1 contract
Conditions of the Offering. The U.S. Agents' obligations under this Agreement are conditional upon and subject to:
(1) the U.S. Agents receiving at the Time of Closing favourable legal opinions to be delivered to the U.S. Agents by Field Atkinson Perraton LLP, Canadian counsel to the Corporation axx and Xxxxx Rives Xxxxxx & Xxxxxx LLP, the Corporation's U.S. counsel (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation as to the qualification or the registration of the Securities Common Shares for sale to the public in Canada and the United States and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, of public officials and Exchange officials or of the auditors or transfer agent of the Corporation) dated the Closing Date, addressed to the U.S. Agents and their counselAgents, as to those matters set forth in Schedule B hereto, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel;
(2) the U.S. Agents having received the comfort letter from the auditors of the Corporation referred to in Section 9(1)(a);
(3) the U.S. Agents having received a comfort letterletter from the auditors of the Corporation, dated the Closing Date, in form and substance satisfactory to the U.S. Agents, acting reasonably, bringing forward to a date not more than two business days prior to the Closing Date Date, the information contained in the comfort letter referred to in Section 9(1)(a);
(4) the U.S. Agents receiving at the Time of Closing a legal opinion (or opinions), dated the Closing Date in form and substance satisfactory to the U.S. Agents and their counsel, addressed to the U.S. Agents and their counselAgents, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties;
(5) the U.S. Agents receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the U.S. Agents and their counsel, addressed to the U.S. Agents and their counselAgents, from local counsel to the Corporation, stating that each of Caystar Holdings, Bogoso Holdings, Bogoso Gold Limited, Wasford Holdings, JCI (Ghana) Limited and Wasford Holdings Wexford Goldfields Limited has been duly created and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of each such corporation, except as set out in Schedule A, in each case addressed to the U.S. Agents and their counsel, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel;
(6) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof;
(7) at the Time of Closing, CIBC Mellon Trust Company, at its principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares and warrant trustee for the Warrants and the Warrant Indenture relating to the Warrants having been executed by the Corporation and CIBC Mellon Trust Company; andShares;
(8) the Canadian Underwriting Agreement having been executed by the Corporation and the Canadian Underwriters, and none of the Canadian Underwriters shall have relied upon any rights of termination in the Canadian Underwriting Agreement to terminate the offering of the Securities Common Shares in Canada and all conditions to the Canadian Underwriters obligations thereunder having been waived or satisfied;
(9) the Corporation delivering a certificate signed on behalf of the Corporation by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation, addressed to the U.S. Agents and dated the Closing Date, in a form satisfactory to the U.S. Agents and their counsel, certifying for and on behalf of the Corporation and not in their personal capacities that, to the actual know ledge knowledge of the persons signing such certificate, after having made due inquiry:
(a) the Corporation has complied in all respects with all covenants and satisfied all terms and conditions of this U.S. Agreement on its part to be complied with and satisfied at or prior to the Time of Closing on the Closing Date;
(b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities Common Shares of the Corporation or prohibiting the sale of the Securities Common Shares or any of the Corporation's issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened;
(c) no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or, to the knowledge of such officers, threatened by the SEC and any additional information requested on the part of the SEC shall have been complied with to the reasonable satisfaction of the Agents; and
(cd) all of the representations and warranties made by the Corporation in this U.S. Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby;; and
(10) the National Association of Securities Dealers, Inc. ("NASD") has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements related to the offering;
(11) the U.S. Agents shall have having received favourable opinions of Stikeman Elliott LLP and Dorsey Xxxxxx & Whitney Xxxxxxx LLP, their Canadian and U.S. counsel, respexxxxxxyrespectively, xx xx xuch as to such matters as the U.S. Agents shall reasonably request; and
(1211) the U.S. Agents receiving having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as are consistent with the transactions contemplated herein.
Appears in 1 contract
Conditions of the Offering. The U.S. Agents' ’ obligations under this Agreement are conditional upon and subject to:
(1) the U.S. Agents receiving at the Time of Closing favourable legal opinions to be delivered to the U.S. Agents by Field Atkinson Perraton Fasken Xxxxxxxxx DuMoulin LLP, Canadian counsel to the Corporation axx Corporation, and Xxxxx Rives Xxxxxx & Xxxxxx LLP, the Corporation's ’s U.S. counsel (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation as to the qualification or the registration of the Securities Common Shares for sale to the public in Canada and the United States and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice law and may relyrely on or otherwise provide, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, of public officials and Exchange officials or of the auditors or transfer agent of the Corporation) ), dated the Closing Date, addressed to the U.S. Agents and their counselAgents, as to those matters set forth in Schedule B hereto, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel, acting reasonably;
(2) the U.S. Agents having received the comfort letter referred to in Section 9(1)(a9(1);
(3) the U.S. Agents having received a comfort letter, dated the Closing Date, in form and substance satisfactory to the U.S. Agents, acting reasonably, bringing forward to a date not more than two business days prior to the Closing Date Date, the information contained in the comfort letter referred to in Section 9(1)(a9(1);
(4) the U.S. Agents receiving at the Time of Closing a legal opinion (or opinions), dated the Closing Date in form and substance satisfactory to the U.S. Agents and their counsel, acting reasonably, addressed to the U.S. Agents and their counselAgents, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties;
(5) the U.S. Agents receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the U.S. Agents and their counsel, addressed to the U.S. Agents and their counselAgents, from local counsel to the Corporation, stating that each of Caystar Holdings, Bogoso Holdings, Bogoso Gold Limited and Wasford Holdings has the Material Subsidiaries have been duly created and that each is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of each such corporation, except corporation as set out in Schedule A, in each case addressed to the U.S. Agents and their counsel, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel;
(6) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof;
(7) at the Time of Closing, CIBC Mellon Trust Company, at its principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares and warrant trustee for the Warrants and the Warrant Indenture relating to the Warrants having been executed by the Corporation and CIBC Mellon Trust Company; andShares;
(8) the Canadian Underwriting Agreement having been executed by the Corporation and the Canadian Underwriters, and none of the Canadian Underwriters shall have relied upon any rights of termination in the Canadian Underwriting Agreement to terminate the offering of the Securities Common Shares in Canada and all conditions to the Canadian Underwriters obligations thereunder having been waived or satisfied;
(9) the Corporation delivering a certificate signed on behalf of the Corporation by the Chief Executive Officer of the Corporation and or the Chief Financial Officer of the Corporation, addressed to the U.S. Agents and dated the Closing Date, in a form satisfactory to the U.S. Agents and their counselcounsel acting reasonably, certifying for and on behalf of the Corporation and not in their personal capacities that, to the actual know ledge knowledge of the persons signing such certificate, after having made due inquiry:
(a) the Corporation has complied in all material respects with all covenants and satisfied all terms and conditions of this U.S. Agreement on its part to be complied with and satisfied at or prior to the Time of Closing on the Closing Date;
(b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities Common Shares of the Corporation or prohibiting the sale of the Securities Common Shares or any of the Corporation's ’s issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened;
(c) no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or, to the knowledge of such officers, threatened by the SEC and any additional information requested on the part of the SEC shall have been complied with to the reasonable satisfaction of the Agents; and
(cd) all of the representations and warranties made by the Corporation in this U.S. Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby;; and
(10) the National Association of Securities Dealers, Inc. ("NASD") has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements related to the offering;
(11) the U.S. Agents shall have having received favourable opinions of Stikeman Elliott and Dorsey & Whitney LLP, their Canadian and U.S. counsel, respexxxxxxy, xx xx xuch matters as the U.S. Agents shall reasonably request; and
(12) the U.S. Agents receiving at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as are consistent with the transactions contemplated hereinherein and provided that no less than 48 hours notice thereof is given prior to the Time of Closing.
Appears in 1 contract
Conditions of the Offering. The U.S. Agents' ’ obligations under this Agreement are conditional upon and subject to:
(1) the U.S. Agents receiving at the Time of Closing favourable legal opinions to be delivered to the U.S. Agents by Field Atkinson Perraton Fasken Mxxxxxxxx DxXxxxxx LLP, Canadian counsel to the Corporation axx Xxxxx Rives Corporation, and Dxxxx Xxxxxx & Sxxxxx LLP, the Corporation's ’s U.S. counsel (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation as to the qualification or the registration of the Securities Common Shares for sale to the public in Canada and the United States and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, of public officials and Exchange officials or of the auditors or transfer agent of the Corporation) ), dated the Closing Date, addressed to the U.S. Agents and their counselAgents, as to those matters set forth in Schedule B hereto, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel, acting reasonably;
(2) the U.S. Agents having received the comfort letter letters referred to in Section 9(1)(a) and Section 9(1)(b);
(3) the U.S. Agents having received a comfort letterletters, dated the Closing Date, in form and substance satisfactory to the U.S. Agents, acting reasonably, bringing forward to a date not more than two business days prior to the Closing Date Date, the information contained in the comfort letter letters referred to in Section 9(1)(a) and Section 9(1)(b);
(4) the U.S. Agents receiving at the Time of Closing a legal opinion (or opinions), dated the Closing Date in form and substance satisfactory to the U.S. Agents and their counsel, acting reasonably, addressed to the U.S. Agents and their counselAgents, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource PropertiesProperties (other than Hwini-Butre);
(5) the U.S. Agents receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the U.S. Agents and their counsel, addressed to the U.S. Agents and their counselAgents, from local counsel to the Corporation, stating that each of Caystar Holdings, Bogoso Holdings, Bogoso Gold Limited and Wasford Holdings has the Material Subsidiaries have been duly created and that each is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of each such corporation, except as set out in Schedule A, in each case addressed to the U.S. Agents and their counsel, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel;
(6) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof;
(7) at the Time of Closing, CIBC Mellon Trust Company, at its principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares and warrant trustee for the Warrants and the Warrant Indenture relating to the Warrants having been executed by the Corporation and CIBC Mellon Trust Company; andShares;
(8) the Canadian Underwriting Agreement having been executed by the Corporation and the Canadian Underwriters, and none of the Canadian Underwriters shall have relied upon any rights of termination in the Canadian Underwriting Agreement to terminate the offering of the Securities Common Shares in Canada and all conditions to the Canadian Underwriters obligations thereunder having been waived or satisfied;
(9) the Corporation delivering a certificate signed on behalf of the Corporation by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation, addressed to the U.S. Agents and dated the Closing Date, in a form satisfactory to the U.S. Agents and their counselcounsel acting reasonably, certifying for and on behalf of the Corporation and not in their personal capacities that, to the actual know ledge knowledge of the persons signing such certificate, after having made due inquiry:
(a) the Corporation has complied in all respects with all covenants and satisfied all terms and conditions of this U.S. Agreement on its part to be complied with and satisfied at or prior to the Time of Closing on the Closing Date;
(b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities Common Shares of the Corporation or prohibiting the sale of the Securities Common Shares or any of the Corporation's ’s issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened;
(c) no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or, to the knowledge of such officers, threatened by the SEC and any additional information requested on the part of the SEC shall have been complied with to the reasonable satisfaction of the Agents; and
(cd) all of the representations and warranties made by the Corporation in this U.S. Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby;; and
(10) the National Association of Securities Dealers, Inc. ("NASD") has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements related to the offering;
(11) the U.S. Agents shall have having received favourable opinions of Stikeman Elliott LLP and Dorsey Dxxxxx & Whitney Wxxxxxx LLP, their Canadian and U.S. United States counsel, respexxxxxxyrespectively, xx xx xuch as to such matters as the U.S. Agents shall reasonably request; and
(1211) the U.S. Agents receiving having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as are consistent with the transactions contemplated hereinherein and provided that no less than 48 hours notice thereof is given prior to the Time of Closing.
Appears in 1 contract
Conditions of the Offering. The U.S. Agents' ’ obligations under this Agreement are conditional upon and subject to:
(1) the U.S. Agents receiving at the Time of Closing favourable legal opinions to be delivered to the U.S. Agents by Field Atkinson Perraton Fasken Mxxxxxxxx DxXxxxxx LLP, Canadian counsel to the Corporation axx Xxxxx Rives Corporation, and Dxxxx Xxxxxx & Sxxxxx LLP, the Corporation's ’s U.S. counsel (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation as to the qualification or the registration of the Securities Common Shares for sale to the public in Canada and the United States and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice law and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, of public officials and Exchange officials or of the auditors or transfer agent of the Corporation) ), dated the Closing Date, addressed to the U.S. Agents and their counselAgents, as to those matters set forth in Schedule B hereto, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel, acting reasonably;
(2) the U.S. Agents having received the comfort letter referred to in Section 9(1)(a9(1);
(3) the U.S. Agents having received a comfort letter, dated the Closing Date, in form and substance satisfactory to the U.S. Agents, acting reasonably, bringing forward to a date not more than two business days prior to the Closing Date Date, the information contained in the comfort letter referred to in Section 9(1)(a9(1);
(4) the U.S. Agents receiving at the Time of Closing a legal opinion (or opinions), dated the Closing Date in form and substance satisfactory to the U.S. Agents and their counsel, acting reasonably, addressed to the U.S. Agents and their counselAgents, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties;
(5) the U.S. Agents receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the U.S. Agents and their counsel, addressed to the U.S. Agents and their counselAgents, from local counsel to the Corporation, stating that each of Caystar Holdings, Bogoso Holdings, Bogoso Gold Limited and Wasford Holdings has the Material Subsidiaries have been duly created and that each is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of each such corporation, except corporation as set out in Schedule A, in each case addressed to the U.S. Agents and their counsel, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel;
(6) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof;
(7) at the Time of Closing, CIBC Mellon Trust Company, at its principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares and warrant trustee for the Warrants and the Warrant Indenture relating to the Warrants having been executed by the Corporation and CIBC Mellon Trust Company; andShares;
(8) the Canadian Underwriting Agreement having been executed by the Corporation and the Canadian Underwriters, and none of the Canadian Underwriters shall have relied upon any rights of termination in the Canadian Underwriting Agreement to terminate the offering of the Securities Common Shares in Canada and all conditions to the Canadian Underwriters obligations thereunder having been waived or satisfied;
(9) the Corporation delivering a certificate signed on behalf of the Corporation by the Chief Executive Officer of the Corporation and or the Chief Financial Officer of the Corporation, addressed to the U.S. Agents and dated the Closing Date, in a form satisfactory to the U.S. Agents and their counselcounsel acting reasonably, certifying for and on behalf of the Corporation and not in their personal capacities that, to the actual know ledge knowledge of the persons signing such certificate, after having made due inquiry:
(a) the Corporation has complied in all material respects with all covenants and satisfied all terms and conditions of this U.S. Agreement on its part to be complied with and satisfied at or prior to the Time of Closing on the Closing Date;
(b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities Common Shares of the Corporation or prohibiting the sale of the Securities Common Shares or any of the Corporation's ’s issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened;
(c) no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or, to the knowledge of such officers, threatened by the SEC and any additional information requested on the part of the SEC shall have been complied with to the reasonable satisfaction of the Agents; and
(cd) all of the representations and warranties made by the Corporation in this U.S. Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby;; and
(10) the National Association of Securities Dealers, Inc. ("NASD") has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements related to the offering;
(11) the U.S. Agents shall have having received favourable opinions of Stikeman Elliott and Dorsey & Whitney LLP, their Canadian and U.S. counsel, respexxxxxxy, xx xx xuch matters as the U.S. Agents shall reasonably request; and
(12) the U.S. Agents receiving at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as are consistent with the transactions contemplated hereinherein and provided that no less than 48 hours notice thereof is given prior to the Time of Closing.
Appears in 1 contract
Conditions of the Offering. The U.S. Agents' ’ obligations under this Agreement are conditional upon and subject to:
(1) the U.S. Agents receiving at the Time of Closing favourable legal opinions to be delivered to the U.S. Agents by Field Atkinson Perraton LLP, Canadian counsel to the Corporation axx Corporation, and Xxxxx Rives Xxxxxx & Xxxxxx LLP, the Corporation's ’s U.S. counsel (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation as to the qualification or the registration of the Securities Common Shares for sale to the public in Canada and the United States and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, of public officials and Exchange officials or of the auditors or transfer agent of the Corporation) ), dated the Closing Date, addressed to the U.S. Agents and their counselAgents, as to those matters set forth in Schedule B hereto, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel;
(2) the U.S. Agents having received the comfort letter from the auditors of the Corporation referred to in Section 9(1)(a);
(3) the U.S. Agents having received a comfort letterletter from the auditors of the Corporation, dated the Closing Date, in form and substance satisfactory to the U.S. Agents, acting reasonably, bringing forward to a date not more than two business days prior to the Closing Date Date, the information contained in the comfort letter referred to in Section 9(1)(a);
(4) the U.S. Agents receiving at the Time of Closing a legal opinion (or opinions), dated the Closing Date in form and substance satisfactory to the U.S. Agents and their counsel, addressed to the U.S. Agents and their counselAgents, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties;
(5) the U.S. Agents receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the U.S. Agents and their counsel, addressed to the U.S. Agents and their counselAgents, from local counsel to the Corporation, stating that each of Caystar Holdings, Bogoso Holdings, Bogoso Gold Limited, Wasford Holdings, JCI (Ghana) Limited and Wasford Holdings Wexford Goldfields Limited has been duly created and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of each such corporation, except as set out in Schedule A, in each case addressed to the U.S. Agents and their counsel, dated the Closing Date, and in form and substance satisfactory to the U.S. Agents and their counsel;
(6) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof;
(7) at the Time of Closing, CIBC Mellon Trust Company, at its principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares and warrant trustee for the Warrants and the Warrant Indenture relating to the Warrants having been executed by the Corporation and CIBC Mellon Trust Company; andShares;
(8) the Canadian Underwriting Agreement having been executed by the Corporation and the Canadian Underwriters, and none of the Canadian Underwriters shall have relied upon any rights of termination in the Canadian Underwriting Agreement to terminate the offering of the Securities Common Shares in Canada and all conditions to the Canadian Underwriters obligations thereunder having been waived or satisfied;
(9) the Corporation delivering a certificate signed on behalf of the Corporation by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation, addressed to the U.S. Agents and dated the Closing Date, in a form satisfactory to the U.S. Agents and their counsel, certifying for and on behalf of the Corporation and not in their personal capacities that, to the actual know ledge knowledge of the persons signing such certificate, after having made due inquiry:
(a) the Corporation has complied in all respects with all covenants and satisfied all terms and conditions of this U.S. Agreement on its part to be complied with and satisfied at or prior to the Time of Closing on the Closing Date;
(b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities Common Shares of the Corporation or prohibiting the sale of the Securities Common Shares or any of the Corporation's ’s issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened;
(c) no order suspending the effectiveness of the Initial Registration Statement or the Rule 462(b) Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or, to the knowledge of such officers, threatened by the SEC and any additional information requested on the part of the SEC shall have been complied with to the reasonable satisfaction of the Agents; and
(cd) all of the representations and warranties made by the Corporation in this U.S. Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby;; and
(10) the National Association of Securities Dealers, Inc. ("NASD") has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements related to the offering;
(11) the U.S. Agents shall have having received favourable opinions of Stikeman Elliott LLP and Dorsey Xxxxxx & Whitney Xxxxxxx LLP, their Canadian and U.S. United States counsel, respexxxxxxyrespectively, xx xx xuch as to such matters as the U.S. Agents shall reasonably request; and
(1211) the U.S. Agents receiving having received at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as are consistent with the transactions contemplated herein.
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