Covenants of the Agents. Each Agent covenants and agrees with the Lead Agent and each other Agent as follows:
(a) The Lead Agent has notified each Agent that, other than registering the Securities under the Securities Act, no action has been or will be taken by the Company that would permit the offer or sale of the Securities or possession or distribution of the Prospectus or any other offering material relating to the Securities in any jurisdiction where action for that purpose is required. Accordingly, each Agent agrees that it will comply in all material respects with all applicable laws, rules and regulations of all jurisdictions and regulatory bodies governing the use and distribution of prospectuses. Each Agent agrees that it will comply in all material respects with all applicable provisions of the Securities Act, provisions of the Rules and Regulations, provisions of the Exchange Act, provisions of the rules and regulations promulgated thereunder and regulations of self-regulatory bodies (including as to investor suitability)) and it will obtain any requisite consent, approval or permission (other than those obtained by the Company pursuant to Section 4(h)) for the purchase, offer or sale by such Agent of Securities under the laws and regulations in force in any such jurisdiction to which it is subject or in which it makes such purchase, offer or sale. None of the Company, the Lead Agent or any other Agent shall have any responsibility for determining what compliance is necessary by any one Agent or for obtaining any consents, approvals or permissions applicable to such one Agent. Each Agent further agrees that it will take no action that will impose any obligations additional to those expressly stated in this Agreement on the Company, the Lead Agent or any other Agents. Subject to the above, each Agent shall, if required by applicable law, furnish to each person to whom it offers, sells or delivers Securities a copy of the Prospectus, as then amended or supplemented, or, unless delivery of the Prospectus is required by applicable law, inform each such person that a copy thereof, as then amended or supplemented, will be made available upon request. Each Agent understands and agrees that it is not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Securities.
(b) Each Agent agrees not to stabilize or engage...
Covenants of the Agents. The Agents:
(a) shall offer or arrange the offer of the Common Shares for sale to the public, directly and through other investment dealers and brokers (the Agents, together with such other investment dealers and brokers, are referred to herein as the "Selling Firms"), only as permitted by and in compliance with all relevant laws and regulatory requirements (including under the Securities Act), upon the terms and conditions set forth in the U.S. Prospectus and in this Agreement and will require each Selling Firm to so agree;
(b) shall not solicit offers to purchase or sell the Common Shares so as to require registration thereof or the filing of a prospectus or similar document with respect thereto under the laws of any jurisdiction other than the United States, and will require each Selling Firm to agree with the Agents not to so solicit or sell. In this connection, the Agents agree that they will not offer or sell any of the Common Shares constituting a part of their allotment within Canada except, if applicable, through the Underwriters on the terms and conditions set forth in the Underwriting Agreement and the Inter-Dealer Agreement and in compliance with the Canadian Securities Laws;
(c) agree that if they offer to sell or sell any Common Shares in jurisdictions (which may include Europe) other than the United States and through the Underwriters in the Qualifying Provinces, such offers and sales shall be effected in accordance and compliance with the applicable laws of such jurisdictions and shall be effected in such manner so as not to: (i) require registration of the Common Shares, or the filing of a prospectus or other document with respect thereto; or (ii) subject the Corporation to any continuous disclosure or similar reporting requirements under the laws of any jurisdiction outside the provinces of Canada or the United States;
(d) shall use all reasonable efforts to complete and to cause the other Selling Firms to complete the distribution of the Common Shares as soon as practicable;
(e) shall notify the Corporation when, in their opinion, the Agents and the other Selling Firms have ceased distribution of the Common Shares; and
(f) shall comply with all U.S. Securities Laws with respect to the use of "green sheets" and other marketing materials.
Covenants of the Agents. (a) The Agents shall comply with all of their obligations under the Distribution Agreement.
(b) The Agents shall not agree to any amendment or modification of the Distribution Agreement without the prior written consent of the Company.
Covenants of the Agents. Each of the Agents covenants with the Corporation that (i) it will comply with the Securities Laws of the Offering Jurisdictions in which it solicits or procures subscriptions for Offered Securities in connection with the Offering, (ii) it will not solicit or procure subscriptions for Offered Securities so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdiction, and (iii) it will obtain from each Purchaser an executed subscription agreement in a form acceptable to the Corporation and the Agents, acting reasonably. Each of the Agents represents and warrants that it is, and, to the best of its knowledge, each member of any agency group formed by the Agents is, qualified to so act in the Offering Jurisdictions in which such member solicits or procures subscriptions for the Offered Securities.
Covenants of the Agents. 7.1 Each of the Agents covenants with the Corporation that:
(a) all solicitation, offering and other selling efforts carried out by the Agent in connection with the Distribution of the Units will be made, and all purchases of the Units will be made, in compliance with Applicable Securities Laws and in a manner such that no prospectus or offering memorandum need be prepared and filed or delivered by the Corporation in connection with the Distribution of the Units and such that the Corporation is not made subject to a new continuous disclosure reporting requirement;
(b) no delivery has been or will be made by it to any prospective purchaser or Purchaser of any document which, individually or together with any other document, would constitute an offering memorandum under Canadian Applicable Securities Laws; and
(c) the Agents will use commercial best efforts to deliver all forms and other documentation, in the possession of, or deliverable by, the Agents or the Purchasers, required by Regulatory Authorities and the Exchange in connection with the Private Placement.
Covenants of the Agents. (1) Each of the Agents, severally and not jointly, hereby covenants and agrees with the Corporation as follows:
(a) to conduct its activities in connection with the offer, sale and distribution of the Subscription Receipts in compliance with, and will require any Selling Group member to agree to comply with, and will cause its U.S. Affiliates to comply with, all Applicable Securities Laws and the provisions of this Agreement;
(b) it will not, will cause its U.S. Affiliates not to and will require any Selling Group member to agree not to, directly or indirectly, offer, solicit offers to purchase or sell the Subscription Receipts or deliver any offering memorandum to Purchasers so as to require registration of the Subscription Receipts or filing of a prospectus or registration statement with respect to those Subscription Receipts under the laws of any jurisdiction other than the Canadian Qualifying Jurisdictions, including, without limitation, the United States and will require any Selling Group member to agree, that any offer or sale of Units in the United States will be made in accordance with the terms and conditions set out in Schedule “A”; and
(c) to use commercially reasonable best efforts to obtain from each Purchaser a duly completed and executed Subscription Agreement and other forms required under Canadian Securities Laws or the Applicable Securities Laws of the Offering Jurisdictions outside of Canada that are provided to the Agents by the Corporation for execution by Purchasers relating to the issuance and sale of the Subscription Receipts.
(2) For greater certainty, no Agent shall be liable to the Corporation under this Section 9 with respect to a default by any of the other Agents.
Covenants of the Agents. Each Agent covenants with Global Funding:
Covenants of the Agents. (a) The Agents propose to solicit offers to purchase each series of Notes upon the terms and conditions set forth herein and in the General Disclosure Package and the Prospectus relating to such Notes, and any terms communicated to the Agents from time to time by the Purchasing Agent. For the purpose of such solicitations, the Agents will use the General Disclosure Package and the Prospectus relating to the particular Notes, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the Securities Act and the applicable securities laws or regulations of any jurisdiction. Westpac reserves the right, in its sole discretion, to suspend solicitations of offers to purchase the Notes at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally and confirmed in writing) from Westpac to the Agents, the Agents will suspend promptly solicitation of offers to purchase until such time as Westpac has advised the Agents that such solicitation may be resumed. Following any such notice, until such time as Westpac shall notify the Agents, telephonically or in writing, to recommence solicitation of purchases of the Notes, Westpac shall not be required to comply with the requirements of Section 4(a), (c) and (d) or Section 9 of this Agreement. Promptly after providing telephonic or written notice to the Agents to recommence such solicitation, Westpac shall provide the opinions, certificates and comfort letters required by Section 9 hereof and otherwise comply as applicable with Section 4 hereof. Neither the Purchasing Agent nor any other Agent shall be obligated to resume solicitations of offers to purchase Notes unless Westpac has complied with the provisions of Sections 4 and 9 hereof in full.
(b) Unless otherwise instructed by Westpac, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 (or, in the case of Notes not denominated in U.S. dollars, 1,000 units of such currency) or more, in integral multiples of $1,000 (or, in the case of Notes not denominated in U.S. dollars, 1,000 units of such currency). No Agent is authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offering or sale of the Notes, other than an affiliate of such Agent, without the consent of Westpac. Unless otherwise instructed by Westpac, the Purchasin...
Covenants of the Agents. Each Agent covenants with the Company:
Covenants of the Agents. Each Agent severally, and not jointly, represents to and agrees with the Company that all sales of Notes by such Agent will comply with the selling restrictions set forth in the Prospectus or applicable Pricing Supplement relating to such Notes provided to such Agent prior to the Applicable Time.
