Covenants of the Purchaser. (a) The Purchaser acknowledges and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a). (b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof. (c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws. (d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares. (e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 6 contracts
Samples: Stock Purchase Agreement (NaturalNano , Inc.), Stock Purchase Agreement (NaturalNano , Inc.), Stock Purchase Agreement (Small World Kids Inc)
Covenants of the Purchaser. (a) The In a timely and expeditious manner, the Purchaser acknowledges shall take all such actions and understands that the Shares do all such acts and things as are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined specified in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer Amalgamation Agreement to be taken or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if done by the Purchaser delivers to and/or AcquireCo, as the Company a legal opinion in form case may be, both before and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)after Closing.
(b) If at any time the volume weighted average price of the RWB Shares on the CSE or from time to time after other recognized stock exchange or quotation system for the first 180 days following the Effective DateDate (such 180 day period, the Company notifies “VWAP Period”) is less than CAD$1.50, then the Purchaser Top-Up Special Warrants shall automatically be exercisable into an additional 4,500,000 RWB Shares in writing that the Registration Statement or aggregate (the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto“Top-Up Special Warrant Shares”) contains any untrue statement of a material fact or omits to state a material fact necessary to make on the statements therein, in light first business day following the completion of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofVWAP Period.
(c) In connection with RWB covenants and agrees that it shall use commercially reasonable efforts to maintain the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part listing of the Registration Statement and all relevant supplements thereto which have been provided by RWB Shares on the Company to CSE for a period of at least 12 months from the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky lawsEffective Date.
(d) The Company Each of the Purchaser and AcquireCo acknowledge that it is in possession of Confidential Material concerning the Seller and its affiliates and their respective businesses and operations. Each of the Purchaser and AcquireCo shall, and shall cause their affiliates and Representatives to, treat confidentially and not disclose all or any portion of such Confidential Material and will use such Confidential Material solely for the purpose of consummating the transactions contemplated by this Agreement and for no other purpose; provided, that the Purchaser and AcquireCo may refuse also use the Confidential Material for the purpose of operating their respective business in the ordinary course. Each of the Purchaser and AcquireCo acknowledge and agree that such Confidential Material is proprietary and confidential in nature and may be disclosed to register their Representatives only to the extent necessary for the Purchaser to consummate the transactions contemplated by this Agreement (it being understood that Purchaser shall be responsible for any disclosure by any such Representative not permitted by this Agreement). If the Purchaser or permit AcquireCo or any of their affiliates or Representatives are requested or required to disclose (after the Purchaser has used its transfer agent commercially reasonable efforts to registeravoid such disclosure and after promptly advising and consulting with the Seller about the Purchaser’s intention to make, and the proposed contents of, such disclosure) any transfer of the Confidential Material (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), the Purchaser shall, or shall cause such affiliate or Representative, to provide the Seller with prompt written notice of such request so that the Seller may seek an appropriate protective order or other appropriate remedy. At any Shares time that such protective order or remedy has not made in accordance with this Section 7.2 been obtained, the Purchaser or such affiliate or Representative may disclose only that portion of the Confidential Material which such Person is legally required to disclose or of which disclosure is required to avoid sanction for contempt or any similar sanction, and for the Purchaser shall exercise its commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to such purpose may place stop order instructions with its transfer agent with respect to the SharesConfidential Material so disclosed.
(e) The Except as required by law or as otherwise expressly permitted or specifically contemplated by this Agreement, the Purchaser will cooperate with shall during the Company period from the date of this Agreement until the earlier of the Effective Time or the time that this Agreement is terminated by its terms, unless the Seller shall otherwise agree in writing, conduct business in, and not take any action except in, the usual and ordinary course of business, and it shall use all respects commercially reasonable efforts to maintain and preserve its business organization, assets, employees and advantageous business relationships and it shall not, without the prior written consent of the Seller, enter into any contract in connection with the performance by the Company respect of its obligations under Section 7.1business or assets, including timely supplying all information reasonably requested by other than in the Company (which shall include all information regarding the Purchaserordinary course of business, and without limitation but subject to the foregoing, shall maintain payables and other liabilities at levels consistent with past practice, shall not engage or commit to engage in any person who beneficially owns Shares held by extraordinary material transactions and shall not make or commit to make distributions, dividends or special bonuses, without the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale prior written consent of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration StatementSeller.
Appears in 4 contracts
Samples: Acquisition Agreement (Hightimes Holding Corp.), Acquisition Agreement (Red White & Bloom Brands Inc.), Acquisition Agreement
Covenants of the Purchaser. The Purchaser, or its representative who is executing this Agreement, as applicable, irrevocably covenants and agrees with the Corporation that:
(a1) The Purchaser acknowledges if it is an ECF Lender, in such capacity it shall execute such waivers and understands that consents to its lending documents as are required to permit the Shares are Corporation to complete the transactions contemplated hereunder;
(2) in its capacity as holder of the principal amount of Debentures set forth opposite its name on Schedule "restricted securities" A", it hereby assents to the amendments to the Trust Indenture as set forth in the Supplemental Indenture and hereby authorizes and directs the Trustees (as defined in Rule 144. The Purchaser hereby agrees not the Trust Indenture) to offer concur with such amendments and to execute the Supplemental Indenture at or sell before the Time of Closing;
(3) it shall execute and deliver, or shall be caused to be executed and delivered, a valid Conversion Form (as such terms are defined in the Securities Act and Trust Indenture) to the rules and regulations promulgated thereunderTrustees (as defined in the Trust Indenture) any Shares unless such offer or sale is made (a) pursuant prior to an effective registration the Time of Closing providing for the conversion of all of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees Debentures that it will not engage holds either directly or indirectly as indicated in hedging transactions with regard to Schedule "A" into Common Shares on or before the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Time of Closing;
(b4) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that it shall enter into the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.Rights Agreements;
(c5) In it shall execute such documents as required by the Toronto Stock Exchange in connection with the sale and listing of the Purchased Shares; and
(6) for so long as Endorsement No. 8 (dated August 25, 2005) of the Corporation's Directors & Officers Liability Insurance (Policy No. DO020909) remains in force, if at any Shares pursuant to the Registration Statement, time the Purchaser or its estates, beneficiaries, heirs, legal representatives or assigns shall deliver to the purchaser thereof the prospectus forming a part own, either directly, indirectly or beneficially, 10% or more of the Registration Statement and all relevant supplements thereto which have been provided by the Company outstanding voting shares or rights to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements acquire over 10% of the Securities Act and outstanding voting shares of the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1Corporation on a fully diluted basis, including timely supplying all information reasonably requested by the Company (which shall include all information regarding neither the Purchaser, and nor any person who beneficially owns Shares held of its estates, beneficiaries, heirs, legal representatives or assigns shall initiate any claim, including but not limited to shareholder derivative suits and/or representative class action suits against the directors or officers of the Corporation based upon or related to the transactions contemplated by this Agreement. Nothing in this paragraph (6) shall prohibit the Purchaser within from joining in or participating in a claim or action if a third party (other than the meaning of Rule 13d-3 promulgated under Other Purchasers) has initiated such claim or action and such claim or action is not based upon or related to the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementtransactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Share Purchase Agreement (Sr Telecom Inc), Share Purchase Agreement (Sr Telecom Inc), Share Purchase Agreement (Sr Telecom Inc)
Covenants of the Purchaser. The Purchaser covenants and agrees with the Vendor as follows:
(a) The until the Closing Date, the Purchaser acknowledges will not perform any act or enter into any transaction or negotiation which interferes or is inconsistent with the completion of the transactions contemplated herein or would render inaccurate in any material way any of the representations and understands that the Shares are "restricted securities" warranties set forth in section 3.2 as defined in Rule 144. The Purchaser hereby agrees not if such representations and warranties were made at a date subsequent to offer such act, transaction or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares negotiation unless such offer transactions or sale is made (a) pursuant to an effective registration negotiations are entered into with the consent of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Vendor;
(b) If at any time or from time to time forthwith after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement execution and delivery of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingthis Agreement, the Purchaser shall not offer or sell any Shares or engage will take such steps and proceedings in any other transaction involving or relating good faith as may be reasonably required to obtain all governmental, shareholders and stock exchange Approvals required for the Shares (other than purchases of Shares pursuant Purchaser to this Agreement), from complete the time transactions contemplated herein and to carry out the obligations of the giving of notice with respect to such untrue statement or omission until Purchaser thereunder, and in connection therewith, the Purchaser receives written notice from will comply with all policy statements of the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to British Columbia Securities Commission and the Registration Statement or a valid prospectus supplement to bylaws, rules and policies of the prospectus forming a part thereof.CSE;
(c) In connection with the sale of any Shares pursuant Purchaser will, subject to the Registration Statementterms of this Agreement, issue the Purchaser shall deliver Purchaser’s Units to the purchaser thereof the prospectus forming a part of the Registration Statement Vendor as fully paid and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all non-assessable shares in accordance with the requirements terms of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.this Agreement;
(d) The Company may refuse the Purchaser will in good faith make reasonable efforts to register (cause all the conditions precedent on its part to be performed, as set out in sections 5.3 and 5.5, to be complied with on or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to before the Shares.Closing Date;
(e) The as soon as reasonably possible after the Purchaser has determined that a state of facts exists which results in or will result in the non-fulfilment of any of the material conditions precedent set forth in sections 5.3 or 5.5, the Purchaser will cooperate with notify the Company Vendor of such state of facts;
(f) provided the conditions set forth in sections 5.3 and 5.5 have been satisfied or waived by the Closing Date, the Purchaser will execute and deliver all respects such documents and certificates required to carry out the transactions contemplated herein to which the Purchaser is a party; and
(g) the Purchaser will indemnify and save the Vendors harmless from and against any and all liabilities, losses, claims, damages incurred or suffered by the Vendors by reason of, resulting from, in connection with with, or arising in any manner out of the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held failure by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, to observe or perform its covenants and the proposed manner of sale of the Shares required to be disclosed agreements set out in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementthis section 4.2.
Appears in 3 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement, Share Purchase Agreement
Covenants of the Purchaser. The Purchaser covenants and agrees with the Vendor as follows:
(a) The until the Closing Date, the Purchaser acknowledges will not perform any act or enter into any transaction or negotiation which interferes or is inconsistent with the completion of the transactions contemplated herein or would render inaccurate in any material way any of the representations and understands that the Shares are "restricted securities" warranties set forth in section 3.2 as defined in Rule 144. The Purchaser hereby agrees not if such representations and warranties were made at a date subsequent to offer such act, transaction or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares negotiation unless such offer transactions or sale is made (a) pursuant to an effective registration negotiations are entered into with the consent of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Vendor;
(b) If at any time or from time to time forthwith after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement execution and delivery of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingthis Agreement, the Purchaser shall not offer or sell any Shares or engage will take such steps and proceedings in any other transaction involving or relating good faith as may be reasonably required to obtain all governmental, shareholders and stock exchange Approvals required for the Shares (other than purchases of Shares pursuant Purchaser to this Agreement), from complete the time transactions contemplated herein and to carry out the obligations of the giving of notice with respect to such untrue statement or omission until Purchaser thereunder, and in connection therewith, the Purchaser receives written notice from will comply with all policy statements of the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to British Columbia Securities Commission and the Registration Statement or a valid prospectus supplement to bylaws, rules and policies of the prospectus forming a part thereof.CSE;
(c) In connection with the sale of any Shares pursuant Purchaser will, subject to the Registration Statementterms of this Agreement, issue the Purchaser shall deliver Purchaser’s Shares to the purchaser thereof the prospectus forming a part of the Registration Statement Vendor as fully paid and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all non-assessable shares in accordance with the requirements terms of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.this Agreement;
(d) The Company may refuse the Purchaser will in good faith make reasonable efforts to register (cause all the conditions precedent on its part to be performed, as set out in sections 5.3 and 5.5, to be complied with on or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to before the Shares.Closing Date;
(e) The as soon as reasonably possible after the Purchaser has determined that a state of facts exists which results in or will result in the non-fulfilment of any of the material conditions precedent set forth in sections 5.3 or 5.5, the Purchaser will cooperate with notify the Company Vendor of such state of facts;
(f) provided the conditions set forth in sections 5.3 and 5.5 have been satisfied or waived by the Closing Date, the Purchaser will execute and deliver all respects such documents and certificates required to carry out the transactions contemplated herein to which the Purchaser is a party; and
(g) the Purchaser will indemnify and save the Vendors harmless from and against any and all liabilities, losses, claims, damages incurred or suffered by the Vendors by reason of, resulting from, in connection with with, or arising in any manner out of the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held failure by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, to observe or perform its covenants and the proposed manner of sale of the Shares required to be disclosed agreements set out in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementthis section 4.2.
Appears in 3 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement, Share Purchase Agreement
Covenants of the Purchaser. 9.1 The Purchaser hereby covenants that, at the Time of Closing, the Purchaser will:
(a) The furnish the Vendor with a certificate of an officer of the Purchaser acknowledges and understands stating that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act representations and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration warranties of the Shares under Purchaser contained in this agreement are true at the Securities ActTime of Closing, or (b) pursuant to an available exemption from as though then made, and that the registration requirements covenants of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to be complied with at or prior to the effect Time of Closing have been complied with, provided that the receipt of such transfer complies with evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Purchaser which are contained in this Section 7.2(a).agreement;
(b) If at any time or from time deliver to time after the Effective Date, Vendor evidence reasonably satisfactory to the Company notifies Vendor's Solicitors that all necessary corporate authorizations of the Purchaser in writing that authorizing and approving the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has contemplated herein have been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.obtained;
(c) In connection execute all assignments and documents delivered pursuant to this agreement at the Time of Closing which require execution by the Purchaser;
(d) deliver and cause to be delivered to the Vendor the Escrow Agreement, duly executed on behalf of the Purchaser and the Escrow Agent;
(e) provide the Vendor with the sale favourable opinion of any the Purchaser's Solicitors in a form satisfactory to the Vendor's Solicitors, acting reasonably:
(i) that the Purchaser has been duly incorporated and organized and is a valid and subsisting corporation under the laws of the Province of Ontario;
(ii) that with respect to the Vendor all necessary corporate actions and proceedings have been taken to authorize and permit the purchase of the Purchased Shares pursuant to the Registration Statement, terms of this agreement; and
(iii) that this agreement has been duly executed and delivered by the Purchaser shall deliver constitutes a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms (subject to bankruptcy laws and the availability of equitable remedies) and, to the purchaser thereof the prospectus forming a part knowledge of the Registration Statement and all relevant supplements thereto Purchaser's Solicitors, does not violate the provisions of any indenture or agreement to which have been provided the Purchaser is a party or by which it is bound.
(f) pay the Company Purchase Price to the Purchaser on or prior to the applicable delivery date, all Vendor in accordance with the requirements provisions of Article 3;
(g) pay interest to the Vendor, at a rate of 8% per annum, on the outstanding balance of the Securities Act and Unpaid Portion amount, subject to the rules and regulations promulgated thereunder and any applicable blue sky laws.reduction provisions of Section 3.4, payable at the end of each calendar month;
(dh) The Company may refuse to register (or permit its transfer agent to register) any transfer of any grant the Vendor a security interest in the Purchased Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to all the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale assets of the Shares required to be disclosed in Corporation (the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale "Security Interests"). As part of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.------------------
Appears in 3 contracts
Samples: Share Purchase Agreement (Monaco Group Inc), Share Purchase Agreement (Monaco Group Inc), Share Purchase Agreement (Monaco Group Inc)
Covenants of the Purchaser. (a) The Purchaser acknowledges agrees to comply in all material respects with all federal and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act state securities laws and the rules and regulations promulgated thereunder) thereunder in connection with any Shares unless sale by it of the Shares, the Warrants and the Warrant Shares, whether or not such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) Statement. In connection with the sale of any Shares pursuant to the Registration Statement, but without limiting the generality of the foregoing sentence, the Purchaser shall (i) comply with the provisions of Regulation M promulgated under the Exchange Act, and (ii) deliver to the purchaser thereof of Shares the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(eb) The Purchaser will cooperate with the Company in all material respects in connection with the performance by the Company of its obligations under Section 7.13.01(a), including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws. Unless such untrue statement or omission relates to a Blackout Event, the Company shall file a post-effective amendment or prospectus supplement as promptly as practicable, but in no event later than five Business Days following the discovery of such untrue statement or omission.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Nutra Pharma Corp), Securities Purchase Agreement (Trestle Holdings Inc), Securities Purchase Agreement (Trestle Holdings Inc)
Covenants of the Purchaser. The Purchaser, or its representative who is executing this Agreement, as applicable, irrevocably covenants and agrees with the Corporation that:
(a1) The Purchaser acknowledges if it is an ECF Lender, in such capacity it shall execute such waivers and understands that consents to its lending documents as are required to permit the Shares are Corporation to complete the transactions contemplated hereunder;
(2) in its capacity as holder of the principal amount of Debentures set forth opposite its name on Schedule "restricted securities" A", it hereby assents to the amendments to the Trust Indenture as set forth in the Supplemental Indenture and hereby authorizes and directs the Trustees (as defined in Rule 144. The Purchaser hereby agrees not the Trust Indenture) to offer concur with such amendments and to execute the Supplemental Indenture at or sell before the Time of Closing;
(3) it shall execute and deliver, or shall be caused to be executed and delivered, a valid Conversion Form (as such terms are defined in the Securities Act and Trust Indenture) to the rules and regulations promulgated thereunderTrustees (as defined in the Trust Indenture) any Shares unless such offer or sale is made (a) pursuant prior to an effective registration the Time of Closing providing for the conversion of all of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees Debentures that it will not engage holds either directly or indirectly as indicated in hedging transactions with regard to Schedule "A" into Common Shares on or before the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Time of Closing;
(b4) If at any time or from time to time after it shall execute such documents as required by the Effective Date, the Company notifies the Purchaser Toronto Stock Exchange in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale and listing of the Purchased Shares; and
(5) for so long as Endorsement No. 8 (dated August 25, 2005) of the Corporation's Directors & Officers Liability Insurance (Policy No. DO020909) remains in force, if at any Shares pursuant to the Registration Statement, time the Purchaser or its estates, beneficiaries, heirs, legal representatives or assigns shall deliver to the purchaser thereof the prospectus forming a part own, either directly, indirectly or beneficially, 10% or more of the Registration Statement and all relevant supplements thereto which have been provided by the Company outstanding voting shares or rights to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements acquire over 10% of the Securities Act and outstanding voting shares of the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1Corporation on a fully diluted basis, including timely supplying all information reasonably requested by the Company (which shall include all information regarding neither the Purchaser, and nor any person who beneficially owns Shares held of its estates, beneficiaries, heirs, legal representatives or assigns shall initiate any claim, including but not limited to shareholder derivative suits and/or representative class action suits against the directors or officers of the Corporation based upon or related to the transactions contemplated by this Agreement. Nothing in this paragraph (6) shall prohibit the Purchaser within from joining in or participating in a claim or action if a third party (other than the meaning of Rule 13d-3 promulgated under Other Purchasers) has initiated such claim or action and such claim or action is not based upon or related to the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementtransactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Share Purchase Agreement (Sr Telecom Inc), Share Purchase Agreement (Sr Telecom Inc), Share Purchase Agreement (Sr Telecom Inc)
Covenants of the Purchaser. (a) 3.2.1 The Purchaser acknowledges covenants and understands agrees that until the full and final payments of all amounts under the Note, the Purchaser shall treat as confidential all information obtained by it in connection with the transactions contemplated hereby concerning the Company except any information (i) which was available to the Purchaser on a non-confidential basis prior to its disclosure by the Company, or was rightfully obtained by the Purchaser from a source other than the Company, (ii) appearing in public literature or otherwise in the public domain (through no fault of the Purchaser), whether at the date hereof or at any time hereafter or (iii) which the Purchaser is legally compelled (by deposition, interrogatories or requests for information through documents, subpoena, civil investigative demand or similar process) to disclose, provided that the Shares are "restricted securities" as defined Purchaser shall have used its best efforts to obtain, and shall have afforded the Company an opportunity to obtain, a protective order or other satisfactory assurance of confidential treatment for the information required to be disclosed, and provided further that if such protective order or other remedy is not obtained and the Purchaser is nonetheless, in Rule 144the opinion of its counsel, compelled to disclose the information to any tribunal, the Purchase shall disclose only that information which the Purchaser is advised by opinion of its counsel is legally required to be disclosed. The Purchaser shall not disclose any such information to any third party other than to employees and advisers of the Purchaser, and shall preserve and maintain and prevent the disclosure or publication of any proprietary information and trade secrets.
3.2.2 The Purchaser hereby agrees that the existing shareholders shall collectively have the right to appoint one additional director to the Company's Board.
3.2.3 The Purchaser covenants and agrees that it shall use commercially reasonable efforts to raise a sum of five hundred thousand United States dollars (U.S.$500,000) (the "Capital") which shall be applied towards the Business and towards developing the Purchaser's website and related internet technology.
3.2.4 In the event that the Purchaser is not able to offer raise all of the Capital on or sell (as such terms are defined in before June 30, 1999, the Securities Act Company shall thereafter at any time, and from time to time, have the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant right to an effective registration purchase all of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements Purchaser for a consideration in the amount of ten thousand United States Dollars (U.S. $10,000) and the Securities Act. The Purchaser hereby covenants and agrees that it will not engage in hedging transactions with regard to sell the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Sharesconsideration.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Zstar Enterprises Inc), Stock Purchase Agreement (Zstar Enterprises Inc)
Covenants of the Purchaser. (a) The Purchaser acknowledges agrees to comply in all material respects with all federal and understands state securities laws and the rules and regulations promulgated thereunder in connection with any sale by it of the Shares, the Warrants and the Warrant Shares, whether or not such sale is pursuant to the Registration Statement. In connection with the sale of any Shares pursuant to the Registration Statement, but without limiting the generality of the foregoing sentence, the Purchaser shall (i) comply with the provisions of Regulation M promulgated under the Exchange Act, and (ii) deliver to the purchaser of Shares the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date.
(b) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 3.01(a), including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Shares solely because the Purchaser fails to furnish such information within three Business Days of the Company's request, any liquidated damages that are "restricted securities" accruing at such time shall be tolled and any Event Date that may otherwise occur solely because of such delay shall be suspended, until such information is delivered to the Company.
(c) Neither the Purchaser nor any entity controlling it, under its control or under common control with it has, prior to the execution of this Agreement, and will not, for a period of 18 months following the execution of this Agreement, carry a net short position (as defined below) in Rule 144the Common Stock of the Company. The A "net short position" means that the aggregate short position of the Purchaser hereby agrees not with respect to offer the Common Stock exceeds the number of shares of Common Stock owned by the Purchaser, which for such purpose shall be deemed to include all of the Shares plus the Warrant Shares. For purposes hereof, a short position will include any derivative instruments such as a put option, collar, swap or sell any other instrument which would result in a short position.
(as such terms are defined d) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder) thereunder and any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)applicable blue sky laws.
(be) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(cf) In connection with The Purchaser acknowledges and understands that the sale of any Shares pursuant to the Registration StatementShares, the Warrants, and the Warrant Shares are (or upon the issuance thereof will be) "restricted securities" as defined in Rule 144. The Purchaser shall deliver hereby agrees not to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on offer or prior to the applicable delivery date, all sell (as such terms are defined in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to registerthereunder) any Shares, Warrants, or Warrant Shares unless such offer or sale is made (a) pursuant to an effective registration of such securities under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares, the Warrants, and the Warrant Shares other than in compliance with Section 3.02(c) and the Securities Act. A proposed transfer of any Shares not made in accordance shall be deemed to comply with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect 3.02(f) if the Purchaser delivers to the Shares.
(e) The Purchaser will cooperate with Company a legal opinion in form and substance reasonably satisfactory to the Company in all respects in connection with the performance by from counsel reasonably satisfactory to the Company of its obligations under to the effect that such transfer complies with this Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement3.02(f).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Microislet Inc), Securities Purchase Agreement (Microislet Inc)
Covenants of the Purchaser. (a) The Purchaser acknowledges agrees to comply in all material respects with all federal and understands that state securities laws and the rules and regulations promulgated thereunder in connection with any sale by it of the Shares, the Warrants and the Warrant Shares, whether or not such sale is pursuant to the Registration Statement. In connection with the sale of any Shares pursuant to the Registration Statement, but without limiting the generality of the foregoing sentence, the Purchaser shall (i) comply with the provisions of Regulation M promulgated under the Exchange Act, and (ii) deliver to the purchaser of Shares the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date.
(b) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 3.01(a), including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares are "restricted securities" as defined required to be disclosed in Rule 144the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby agrees not consents to offer be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
(c) Neither the Purchaser nor any entity controlling it, under its control or sell (under common control with it has, prior to the execution of this Agreement, and will not, for a period of 18 months following the execution of this Agreement, carry a net short position in the Common Stock of the Company, participate in any short selling activities, recommendations, or collusion, directly or indirectly, as such terms are defined activities relate to the Common Stock. A net short position will include any derivative instruments such as a put option, collar, swap or any other instrument which would result in a net short position.
(d) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder) thereunder and any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)applicable blue sky laws.
(be) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(cf) In connection with The Purchaser acknowledges and understands that the sale of any Shares pursuant to the Registration StatementShares, the Warrants, and the Warrant Shares are (or upon the issuance thereof will be) "restricted securities" as defined in Rule 144. The Purchaser shall deliver hereby agrees not to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on offer or prior to the applicable delivery date, all sell (as such terms are defined in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to registerthereunder) any Shares, Warrants, or Warrant Shares unless such offer or sale is made (a) pursuant to an effective registration of such securities under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares, the Warrants, and the Warrant Shares other than in compliance with the Securities Act. A proposed transfer of any Shares not made in accordance shall be deemed to comply with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect 3.02(f) if the Purchaser delivers to the Shares.
(e) The Purchaser will cooperate with Company a legal opinion in form and substance reasonably satisfactory to the Company in all respects in connection with the performance by from counsel reasonably satisfactory to the Company of its obligations under to the effect that such transfer complies with this Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement3.02(f).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Perfisans Holdings Inc), Securities Purchase Agreement (Perfisans Holdings Inc)
Covenants of the Purchaser. After the date hereof and prior to the Closing or earlier termination of this Agreement, the Purchaser agrees as follows, except as expressly contemplated or permitted in this Agreement or to the extent the Seller shall otherwise consent in writing, which decision regarding consent shall be made as soon as reasonably practical, and which consent shall not be unreasonably withheld, conditioned or delayed:
(a) The the Purchaser acknowledges shall promptly provide the Seller with copies of all filings made by the Purchaser or any of its Affiliates with, and understands that inform the Shares are "restricted securities" as defined Seller of any communications received from, any state or federal court, administrative agency, commission or other Governmental Authority in Rule 144connection with this Agreement and the transactions contemplated hereby;
(b) the Purchaser shall, and shall cause its Affiliates to, use all commercially reasonable efforts to promptly obtain all of the Purchaser Required Consents and the Purchaser Required Statutory Approvals. The Purchaser hereby agrees not shall promptly notify the Seller of any failure or prospective failure to offer obtain any such consents or sell (as such terms are defined in approvals and, if requested by the Securities Act Seller, shall provide copies of all of the Purchaser Required Consents and the rules Purchaser Required Statutory Approvals obtained by the Purchaser to the Seller; and
(c) the Purchaser shall not, and regulations promulgated thereundershall not permit any of its Affiliates to (i) acquire or agree to acquire any Shares unless such offer wholesale or sale is made retail electric assets or business in ERCOT or (aii) pursuant acquire or agree to an effective registration acquire, whether by merger, consolidation, by purchasing any portion of the Shares under assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof owning, operating or otherwise controlling wholesale or retail electric assets or business in ERCOT, if the Securities Actentering into of a definitive agreement relating thereto or the consummation of such acquisition, merger or consolidation could reasonably be expected to (A) delay beyond the Termination Date the expiration of any applicable waiting period or delay beyond the Termination Date the obtaining, or materially increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transaction contemplated by this Agreement, (B) materially increase the risk of any Governmental Authority entering an order prohibiting such transaction, or (bC) pursuant to an available exemption from delay beyond the registration requirements Termination Date or materially impede the consummation of the Securities Acttransaction contemplated by this Agreement. The Purchaser agrees that it will not engage Notwithstanding anything in hedging transactions with regard this Agreement to the Shares other than contrary, nothing in compliance with the Securities Act. A proposed transfer this Agreement shall be deemed to comply with this Section 7.2(a) if restrict the ability of the Purchaser delivers or its Affiliates to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at solicit any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell bid, seek any Shares or indication of interest related to, engage in any other transaction involving discussions or relating negotiations related to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice or enter into any agreement with any Person or group with respect to, or take any action to such untrue statement facilitate or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of effectuate, any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange ActTakeover Proposal, and the proposed manner of sale Purchaser’s engagement in any of the Shares required activities described in this sentence will not be deemed to be disclosed result in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale a breach of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statementthis Agreement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementincluding Section 6.2(c).
Appears in 2 contracts
Samples: LLC Membership Interest Purchase Agreement (Reliant Energy Inc), LLC Membership Interest Purchase Agreement (NRG Energy, Inc.)
Covenants of the Purchaser. (a) The Purchaser acknowledges and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
(f) Neither the Purchaser nor any entity controlling it, under its control or under common control with it has, prior to the execution of this Agreement, and will not, for a period of eighteen (18) months following the execution of this Agreement, carry a net short position in the Common Stock of the Company, participate in any short selling activities, recommendations, or collusion, directly or indirectly, as such activities relate to the Common Stock of the Company. A net short position will include any derivative instruments such as a put option, collar, swap or any other instrument which would result in a net short position.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Infinium Labs Inc), Stock Purchase Agreement (Infinium Labs Inc)
Covenants of the Purchaser. (a1) Timing — The Purchaser agrees to make an offer (the "Offer") on the terms set forth in Schedule B forming part of this Agreement to all holders in Canada and such other jurisdictions as the Purchaser may determine, for 100% of the Company's issued and outstanding Common Shares not owned by the Purchaser or any of its affiliates including any Common Shares that may become outstanding pursuant to the exercise of currently outstanding stock options to acquire Common Shares of the Company (collectively, the "Shares") on the basis of 1.77 Noranda Common Shares for each Share, the Offer to be made as soon as reasonably practical, and in any event, not later than 11:59 p.m. (Toronto Time) on March 31, 2005 (the "Offer Deadline"); provided however, that if the mailing of the Offer is delayed by reason of an injunction or order made by a court or regulatory authority of competent jurisdiction, then, provided that such injunction or order is being contested or appealed, then the Offer Deadline shall be extended to the earlier of 11:59 p.m. (Toronto time) on April 22, 2005 and 11:59 p.m. (Toronto time) on the fifth business day following the date on which such injunction or order ceases to be in effect. The Purchaser shall publicly announce the Offer in accordance with the agreement of the parties following the execution of this Agreement by the Company prior to 9:30 a.m. (Toronto time) on March 9, 2005, the text of such announcement to be approved by the Company in advance.
(2) The Purchaser acknowledges and understands agrees that concurrent with the Shares are "restricted securities" as defined in Rule 144announcement of the Offer, the Purchaser will announce its intention to proceed with the Issuer Bid. The Purchaser hereby agrees not to offer or sell (as such terms are defined in shall coordinate the Securities Act timing of the expiry date of the Offer and the rules and regulations promulgated thereunder) any take up of Shares unless under the Issuer Bid such offer or sale is made (a) pursuant to an effective registration of that, provided the Issuer Bid proceeds, the Purchaser will take up the Shares under the Securities ActIssuer Bid at least 5 days prior to the expiry date of the Offer, provided however that if for any reason (i) all of the Noranda Common Shares held by Brascan and its affiliates at the time Shares are taken up under the Issuer Bid have not been tendered to the Issuer Bid (or have been tendered but subsequently withdrawn) or the number of such Shares tendered and not withdrawn is less than 63,377,140 at the time Shares are taken up under the Issuer Bid, and if in such event the Purchaser intends to proceed to take up shares under the Issuer Bid, or (bii) pursuant to an available exemption from the registration requirements Issuer Bid is not completed for any reason and if in such event the Purchaser is still considering proceeding with the Offer, then, in either case, the Offer shall be extended such that the expiry date of the Securities Act. The Purchaser agrees that it Offer will not engage in hedging transactions with regard to occur at least 30 days following the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time completion or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light termination of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofIssuer Bid.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 2 contracts
Samples: Support Agreement (Noranda Inc), Support Agreement (Falconbridge LTD \Can\)
Covenants of the Purchaser. (a) The Purchaser acknowledges Company and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Actits underwriters, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives by written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment and its lead underwriter to the Registration Statement Purchaser (a "Lock-up Request"), given as provided herein on or after the time of the initial filing with the Commission of any registration statement (other than a valid prospectus supplement registration statement relating to an offering described in Section 7.1 with respect to any offering of Common Stock or securities convertible into Common Stock (the "Offering"), may request that the Purchaser agree not to offer, sell or transfer any of the Purchased Shares, or engage in any hedging transactions with respect to the prospectus forming Purchased Shares, during the 180-day period (the "Lock-up Period") beginning on a part thereof.
date specified in the Lock-up Request, which date may be as early as five (5) business days prior to the expected effective date (but no later than the effective date) with respect to the registration statement for the Offering, and the Purchaser agrees to consent to and be bound by the restrictions specified in any such Lock-up Request; provided, however, that (a) such a lock-up agreement with respect to any Offering shall not prevent Purchaser from selling Purchased Shares which it is entitled to sell in such Offering pursuant to Section 7.2 if it shall have made the request specified therein, (b) the Purchaser's Lock-Up Period shall not be greater than the shortest similar period to which any Comparable Stockholder is requested to agree by the lead underwriter of such Offering, and (c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall be obligated to consent to and be bound by a total of by no more than two such lock-up agreements with respect to Offerings actually declared effective by the Commission. The Company shall specify the expected effective date of any Offering by notice to the Purchaser given not later than two (2) Business Days prior to the beginning of the Lock-up Period. The Purchaser shall cause each Person to whom it Transfers, in one or a series of related transactions, 500,000 or more shares of Common Stock to execute and deliver to the purchaser thereof the prospectus forming Company a part letter agreement pursuant to which such transferee agrees (and to cause each other Person to whom it Transfers any shares of the Registration Statement Common Stock if, after giving effect to such Transfer, such Person, together with its Affiliates, would beneficially own 500,000 or more shares of Common Stock to execute and all relevant supplements thereto which have been provided by deliver to the Company a similar letter agreement) to the Purchaser on or prior to the applicable delivery date, all in accordance comply with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
this Article 6 (dincluding this sentence) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with same extent and subject to the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding same terms and conditions as the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cd Radio Inc), Stock Purchase Agreement (Loral Space & Communications LTD)
Covenants of the Purchaser. The Purchaser covenants and agrees with each of the Shareholders and PlantX that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII, subject to Section 9.02, it will:
(a) The in a timely and expeditious manner:
(i) file and/or deliver any document or documents as may be required in order for the Transaction as contemplated herein to be effective; and
(ii) file and/or deliver any document or documents required pursuant to applicable laws and/or the rules and policies of the CSE in connection with the Transaction as contemplated herein after the Closing;
(b) not solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of the Securities Act (British Columbia), for securities or assets of the Purchaser, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event the Purchaser, including any of its officers or directors, receives any form of offer or inquiry, the Purchaser acknowledges shall forthwith (in any event within one business day following receipt) notify PlantX of such offer or inquiry and understands that provide PlantX with such details as it may request
(c) to make available and afford PlantX and its authorized representatives and, if requested by PlantX, provide a copy of all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to the Shares are "restricted securities" as defined in Rule 144Purchaser. The Purchaser hereby agrees will afford PlantX and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Purchaser's property, assets, undertaking, records and documents. At the request of PlantX, the Purchaser will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Purchaser's business and any of its property or to enable PlantX or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Purchaser maintained by governmental or other public authorities. The obligations in this Section 6.02(c) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained, provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or on behalf of PlantX under this Section 6.02(c) will not mitigate or otherwise affect the representations and warranties of the Purchaser hereunder;
(d) make application to the CSE and diligently pursue the approval of the Transaction (including the obligation of the Purchaser to issue the Payment Shares and the Finder Fee Shares);
(e) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis), furnish promptly to PlantX (on behalf of itself and the Shareholders) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(f) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:
(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases, licenses, agreements and other Contracts;
(ii) cause all shareholders of the Purchaser to vote in favour of the Transaction and related matters, if such vote is required, and not to offer take any action contrary to, or sell in opposition to, the Transaction;
(as iii) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either the Purchaser or PlantX before any Governmental Authority to the extent permitted by such terms are defined authorities; and
(iv) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;
(g) subject to Applicable Laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(h) conduct and operate its business and affairs only in the Securities Act ordinary course consistent with past practice and use commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other persons and, for greater certainty, it will not enter into any material transaction out of the ordinary course of business consistent with past practice without the prior consent of PlantX, and the rules Purchaser will keep the PlantX fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business, provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver could not be obtained;
(i) except as may be necessary or desirable in order to effect the Transaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement;
(j) not to borrow money or incur any indebtedness for money borrowed;
(k) not to make loans, advances or other payments, excluding routine advances to directors or officers of the Purchaser for expenses incurred in the ordinary course;
(l) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its representations and regulations promulgated thereunderwarranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the foregoing, it will not:
(i) make any Shares unless such offer distribution by way of dividend, distribution of property or sale is made assets, return of capital or otherwise to or for the benefit of its shareholders;
(aii) increase or decrease its paid-up capital or purchase or redeem any shares except pursuant to an effective registration the Concurrent Financing or upon the exercise of share purchase warrants or options or conversion of convertible securities of the Shares under Purchaser outstanding as of the Securities Actdate hereof; or
(iii) issue or enter into any commitment to issue any of its shares or securities convertible into, or rights, warrants or options to acquire, any such shares, except upon the exercise of share purchase warrants or options or conversion of convertible securities of the Purchaser outstanding as of the date hereof;
(bm) pursuant take all necessary corporate action and proceedings to an available exemption approve the Consolidation and the Concurrent Financing and authorize the issuance of the Payment Shares to the Shareholders and the Finder Fee Shares to the Finder;
(n) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Shareholders, the Finder Fee Shares to the Finder and the Replacement Options to the Optionholder, in each case, on a basis exempt from the prospectus and registration requirements of the applicable Securities Act. The Laws of the provinces of Canada in which the Shareholders, Optionholder and Finder are resident; and
(o) not to authorize, sell or issue, or negotiate or enter into an agreement to sell or issue, any debt, equity or other securities of the Purchaser agrees (including those that it will not engage in hedging transactions with regard to are convertible or exchangeable into securities of the Shares Purchaser), other than in compliance with as contemplated under this Agreement (including the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light issuance of the circumstances under which they are made, not misleading, the Purchaser shall not offer Finder Fee Shares) or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statementexercise or conversion of share purchase warrants, options or convertible securities of the Purchaser shall deliver to the purchaser thereof the prospectus forming a part outstanding as of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky lawsdate hereof.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 2 contracts
Covenants of the Purchaser. (a) The Purchaser acknowledges and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Registration Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement)Shares, from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(cb) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky Blue Sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(ec) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the a Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Each Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Entrada Networks Inc), Stock Purchase Agreement (Entrada Networks Inc)
Covenants of the Purchaser. (a) The Purchaser acknowledges and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Registration Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement)Shares, from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(cb) In connection with the sale of any Shares pursuant to the Registration Statement, the each Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the such Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky Blue Sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(ec) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the a Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Each Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Entrada Networks Inc), Stock Purchase Agreement (Entrada Networks Inc)
Covenants of the Purchaser. The Purchaser agrees to take (or refrain from taking, as the case may be) such actions as shall be required to insure its compliance with the following provisions:
(a) The Purchaser acknowledges Purchaser’s assets will be maintained in a manner that facilitates their identification and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration segregation from those of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements Seller and each Affiliate of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)Seller.
(b) If at any time or from time to time after the Effective DateThe Purchaser, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light Sales and Servicing Agent on behalf of the circumstances under which they are madePurchaser, shall maintain the Purchaser’s deposit account or accounts separate from those of the Seller and shall ensure that its funds will not misleading, be diverted to the Seller. The Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating grant the Seller independent access to the Shares bank accounts of the Purchaser (other than purchases as a duly appointed agent of Shares the Purchaser pursuant to this the transfers Agency and Servicing Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares The Purchaser shall act only in its own name and through authorized agents pursuant to its limited liability company agreement and through the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement transfers Agency and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky lawsServicing Agreement.
(d) The Company may refuse to register Purchaser shall pay (or permit reimburse others who have paid as provided in the Fundamental Documents) its transfer agent own liabilities out of its own funds. The Purchaser shall not assume or guarantee any of the liabilities of the Seller (other than those liabilities expressly assumed by the Purchaser pursuant to register) any transfer this Agreement as a direct consequence of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect acquiring the Transferred Media Assets or as to which the SharesPurchaser becomes liable as a matter of law as a result of the acquisition of the Transferred Media Assets).
(e) All investments made by or on behalf of the Purchaser shall be made solely in the Purchaser’s name.
(f) The Purchaser will cooperate shall not consolidate with the Company in all respects in connection with the performance by the Company any other Person or accept a merger of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by other Person into the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Actor merge into any other Person or sell its properties and assets as, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as or substantially as, an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statemententirety.
Appears in 1 contract
Samples: Sale and Contribution Agreement (First Look Studios Inc)
Covenants of the Purchaser. (a1) The Purchaser acknowledges and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard Subject to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with terms and conditions of this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingAgreement, the Purchaser shall not offer use commercially reasonable efforts to perform all obligations required to be performed by it under this Agreement, cooperate with the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or sell any Shares desirable to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Purchaser shall:
(i) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or engage the Arrangement;
(ii) other than in any other transaction involving or connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Shares Arrangement as soon as reasonably practicable; and
(iii) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.4, use its commercially reasonable efforts, upon reasonable consultation with the Company, to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement or the transactions contemplated thereby; provided, that the Purchaser shall not consent to the entry of any judgment or settlement with respect to any such Proceeding without the prior written approval of the Company, not to be unreasonably withheld, conditioned or delayed.
(2) The Purchaser shall promptly notify the Company of:
(i) any notice or other communication from any Person (other than purchases Governmental Entities in connection with the Required Regulatory Approvals, which shall be addressed as contemplated by Section 4.4) alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of Shares pursuant such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement or the transactions contemplated hereby or thereby;
(ii) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(iii) any Proceedings commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser, its affiliates or their respective assets, in each case to the extent that such Proceeding would reasonably be expected to impair, impede, materially delay or prevent the Purchaser from performing its obligations under this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c3) In connection with the sale of any Shares pursuant to the Registration Statement, the The Purchaser shall deliver use its reasonable best efforts to take, or cause to be taken, all actions, and shall use its reasonable best efforts to do, or cause to be done, all things necessary to:
(i) maintain in effect the purchaser thereof Equity Commitment Letter; (ii) comply with its obligations under the prospectus forming a part of Equity Commitment Letter; (iii) consummate the Registration Statement and all relevant supplements thereto which have been provided Equity Financing contemplated by the Company Equity Commitment Letter on the terms and conditions described therein; and (iv) cause the Equity Investor to fund the Purchaser Equity Financing required to consummate the transactions contemplated by this Agreement on or prior to the applicable delivery dateEffective Date, all including, if necessary, taking enforcement actions to cause the Equity Investor to provide such Equity Financing in accordance with the requirements terms thereof. Nothing in this Section 4.3(3) or any other provision of this Agreement shall require, and in no event shall the “reasonable best efforts” of the Securities Act and Purchaser be deemed or construed to require the rules and regulations promulgated thereunder and Purchaser to waive any applicable blue sky lawsterm or condition of this Agreement or pay any fees in excess of those contemplated by the Equity Commitment Letter (whether to secure a wavier of any conditions contained therein or otherwise).
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e4) The Purchaser will cooperate with notify the Company promptly in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaserwriting, and in any person who beneficially owns Shares held event within three Business Days (i) of any breach or default by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange ActEquity Commitment Letter (or any event or circumstance that, and with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default), which breach or default would reasonably be expected to prevent or materially delay the proposed manner of sale funding of the Shares required to be disclosed in Equity Financing, or any termination by the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale Purchaser of the Shares. Equity Commitment Letter; or (ii) upon the Purchaser having knowledge of any breach or default by any other party to the Equity Commitment Letter (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default), which breach or default would reasonably be expected to prevent or materially delay the funding of the Equity Financing, or any termination by any other party to the Equity Commitment Letter.
(5) The Purchaser hereby consents shall have the right from time to be named as an underwriter time to amend, replace, supplement or otherwise modify or waive any of its rights under the Equity Commitment Letter or any definitive agreement or documentation referred to in the Registration StatementSection 4.3(3), if applicableprovided that any such amendment, in accordance with current Commission policy andreplacement, if necessary, supplement or other modification to join in the request or waiver of any provision of the Company for Equity Commitment Letter or definitive agreement or documentation shall not, or shall not reasonably be expected to (i) reduce the acceleration aggregate amount of the effectiveness of the Registration Statement.Equity Financing,
Appears in 1 contract
Samples: Arrangement Agreement
Covenants of the Purchaser. Between the date hereof and Closing, the Purchaser covenants and agrees that it will:
(a) The Purchaser acknowledges provide full access during normal business hours to its books and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers records to the Company and its advisors for the purposes of conducting due diligence. Such due diligence may include, but is not limited to, a legal opinion in form review of financial and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or business records and accounting practices relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until Purchaser's business and contracts between the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statementand third parties including, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement but not limited to, employment contracts and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) stock option agreements. The Purchaser will cooperate with the Company with respect to such due diligence;
(b) except as required by law, receive and maintain all information received from the Company and the Centrasia Shareholders, whether pursuant to Sections 6.2(a) or otherwise, strictly in all respects confidence and not disclose to any Person or make public or authorize the disclosure of any such information and not use such information for any purpose except for the purpose contemplated by this Agreement unless: (i) the specific information is now or hereafter publicly disclosed other than as a result of breach of this provision; (ii) the specific information was in connection the possession of the Purchaser prior to the disclosure by the Purchaser; (iii) the specific information is hereafter disclosed to the Purchaser by a third party having no obligation of confidentiality with regard to the performance information; or (iv) the specific information is independently generated by the Purchaser without the use and not as a consequence of the disclosure by the Company or the Centrasia Shareholders. If this Agreement is terminated, the Purchaser must immediately return to the others all confidential information that was furnished to it, without retaining any copy thereof;
(c) carry on its business in the normal and ordinary course and not assign, sell, dispose or transfer any of its obligations under Section 7.1assets, including timely supplying all information reasonably requested by terminate, assign or breach any Baradero Material Contract, cancel any debts or claims, incur any Liabilities, or make any expenditure outside the Company (which shall include all information regarding ordinary course of business without the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale consent of the Shares required Company, which consent will not be unreasonably withheld;
(d) not issue any securities declare or pay any dividends or otherwise make any distributions to be disclosed its shareholders, redeem, purchase or acquire any of its shares or alter its capital structure in any way;
(e) use reasonable efforts to change its name to "Centrasia Mining Corp.";
(f) use reasonable efforts to complete a non-brokered private placement (the Registration Statement"Private Placement") and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request 4,375,000 units of the Company for at a price not less than C$0.20 per unit, each unit consisting of one common share in the acceleration capital of the effectiveness Company and one common share purchase warrant with an exercise price of Cdn$0.40 and expiry date of two years from the Registration StatementClosing Date;
(g) engage Chase Management Ltd. to continue providing accounting, administration and management services to the Purchaser subsequent to the Closing;
(h) apply for all necessary regulatory and shareholder approvals; and
(i) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein.
Appears in 1 contract
Covenants of the Purchaser. The Purchaser covenants and agrees with each of the Securityholders and Aura that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VIII, subject to Section 10.02, it will:
(a) The Purchaser acknowledges in a timely and understands that expeditious manner:
(i) prepare, in consultation with Aura, the Shares are "restricted securities" Disclosure Document in prescribed form and in form and content acceptable to Aura, acting reasonably, and file the Disclosure Document with the applicable securities commissions and the CSE in accordance with all applicable laws and the policies of the CSE;
(ii) file and/or deliver any document or documents as defined may be required in Rule 144. The Purchaser hereby agrees not order for the Transaction as contemplated herein to offer be effective; and
(iii) file and/or deliver any document or sell (as such terms are defined in the Securities Act and documents required pursuant to applicable laws and/or the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration policies of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage CSE in hedging transactions with regard to the Shares other than in compliance connection with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if Transaction as contemplated herein after the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Closing;
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing ensure that the Registration Statement or the prospectus forming Disclosure Document does not contain a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating misrepresentation as it relates to the Shares (other than purchases Purchaser, including in respect of Shares pursuant to this Agreement)its assets, from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.liabilities, operations, business and properties;
(c) In connection with the sale of any Shares pursuant make application to the Registration Statement, CSE and diligently pursue the Purchaser shall deliver to the purchaser thereof the prospectus forming a part approval of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements listing of the Securities Act Common Shares on the CSE (including the Payment Shares and the rules and regulations promulgated thereunder and any applicable blue sky laws.Common Shares issuable on exercise of the Replacement Convertible Securities);
(d) The Company may refuse except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to register a third party for which a waiver cannot be obtained (provided that in such circumstances the Purchaser will be required to disclose that information has been withheld on that basis), furnish promptly to Aura (on behalf of the Securityholders) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(e) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:
(i) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either the Purchaser or Aura before any Governmental Authority to the extent permitted by such authorities; and
(ii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;
(f) subject to applicable laws, not take any action, refrain from taking any action, or permit its transfer agent any action to register) any transfer of any Shares be taken or not made in accordance taken inconsistent with this Section 7.2 Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(g) conduct and operate its business and affairs only in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other persons and, for such purpose may place stop order instructions greater certainty, it will not enter into any material transaction out of the ordinary course of business consistent with its transfer agent past practice without the prior consent of the Aura, and Purchaser will keep Aura fully informed as to the material decisions or actions required or required to be made with respect to the Shares.operation of its business, provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver could not be obtained;
(eh) The Purchaser will cooperate with except as may be necessary or desirable in order to effect the Company in all respects Transaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement, except for in connection with the performance by Continuation and Name Change and amending the Company articles to include advance notice provisions with respect to the nominations of directors;
(i) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its obligations under Section 7.1representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaserexcept as contemplated in this Agreement, and any person who beneficially owns Shares held by without limiting the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale generality of the Shares required foregoing, it will not:
(i) make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to be disclosed in or for the Registration Statementbenefit of its shareholders;
(ii) increase or decrease its paid-up capital or purchase or redeem any shares except pursuant to the Financing; or
(iii) issue or enter into any commitment to issue any of its shares or securities convertible into, or rights, warrants or options to acquire, any such shares, except pursuant to the Financing;
(j) take all necessary corporate action and executing proceedings to approve and returning all documents reasonably requested in connection with authorize the registration and sale issuance of the Payment Shares. The Purchaser hereby consents ;
(k) take all necessary corporate action and proceedings to be named approve and authorize the issuance of the Replacement Convertible Securities as an underwriter contemplated in Section 3.02 and to approve and authorize the Registration Statement, if applicable, issuance of Common Shares on exercise of the Replacement Convertible Securities in accordance with current Commission policy their terms;
(l) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Aura Shareholders and the Replacement Convertible Securities to the holder of the Aura Closing Convertible Securities, in each case, on a basis exempt from the prospectus requirements of the applicable securities laws of provinces of Canada in which the Securityholders are resident;
(m) use its commercially reasonable efforts to maintain its status as a “reporting issuer” (as defined under applicable securities legislation), not in default of the securities laws of the Provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec;
(n) take all action necessary, including causing such meetings of directors and shareholders of the Purchaser to be held (or if written director resolutions are to be obtained, such resolutions to be signed) and, if necessaryrequired, use commercially reasonable efforts to join solicit proxies in favour thereof, in order to effect the request appointment of four nominees put forth by Aura as directors of the Company for the acceleration Purchaser; and
(o) not to authorize, sell or issue, or negotiate or enter into an agreement to sell or issue, any securities of the effectiveness Purchaser (including those that are convertible or exchangeable into securities of the Registration StatementPurchaser), other than as contemplated under this Agreement (including the issuance of units under the Financing).
Appears in 1 contract
Samples: Securities Exchange Agreement
Covenants of the Purchaser. The Purchaser covenants and agrees with each of the Securityholders and Aura that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VIII, subject to Section 10.02, it will:
(a) The Purchaser acknowledges in a timely and understands that expeditious manner:
(i) prepare, in consultation with Aura, the Shares are "restricted securities" Disclosure Document in prescribed form and in form and content acceptable to Aura, acting reasonably, and file the Disclosure Document with the applicable securities commissions and the CSE in accordance with all applicable laws and the policies of the CSE;
(ii) file and/or deliver any document or documents as defined may be required in Rule 144. The Purchaser hereby agrees not order for the Transaction as contemplated herein to offer be effective; and
(iii) file and/or deliver any document or sell (as such terms are defined in the Securities Act and documents required pursuant to applicable laws and/or the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration policies of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage CSE in hedging transactions with regard to the Shares other than in compliance connection with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if Transaction as contemplated herein after the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Closing;
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing ensure that the Registration Statement or the prospectus forming Disclosure Document does not contain a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating misrepresentation as it relates to the Shares (other than purchases Purchaser, including in respect of Shares pursuant to this Agreement)its assets, from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.liabilities, operations, business and properties;
(c) In connection with the sale of any Shares pursuant make application to the Registration Statement, CSE and diligently pursue the Purchaser shall deliver to the purchaser thereof the prospectus forming a part approval of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements listing of the Securities Act Common Shares on the CSE (including the Payment Shares and the rules and regulations promulgated thereunder and any applicable blue sky laws.Common Shares issuable on exercise of the Replacement Convertible Securities);
(d) The Company may refuse except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to register a third party for which a waiver cannot be obtained (provided that in such circumstances the Purchaser will be required to disclose that information has been withheld on that basis), furnish promptly to Aura (on behalf of the Securityholders) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(e) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:
(i) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either the Purchaser or Aura before any Governmental Authority to the extent permitted by such authorities; and
(ii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;
(f) subject to applicable laws, not take any action, refrain from taking any action, or permit its transfer agent any action to register) any transfer of any Shares be taken or not made in accordance taken inconsistent with this Section 7.2 Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(g) conduct and operate its business and affairs only in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other persons and, for such purpose may place stop order instructions greater certainty, it will not enter into any material transaction out of the ordinary course of business consistent with its transfer agent past practice without the prior consent of the Aura, and Purchaser will keep Aura fully informed as to the material decisions or actions required or required to be made with respect to the Shares.operation of its business, provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver could not be obtained;
(eh) The Purchaser will cooperate with except as may be necessary or desirable in order to effect the Company in all respects Transaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement, except for in connection with the performance by Continuation and Name Change and amending the Company articles to include advance notice provisions with respect to the nominations of directors;
(i) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its obligations under Section 7.1representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaserexcept as contemplated in this Agreement, and any person who beneficially owns Shares held by without limiting the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale generality of the Shares required foregoing, it will not:
(i) make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to be disclosed in or for the Registration Statementbenefit of its shareholders;
(ii) increase or decrease its paid-up capital or purchase or redeem any shares except pursuant to the Financing; or
(iii) issue or enter into any commitment to issue any of its shares or securities convertible into, or rights, warrants or options to acquire, any such shares, except pursuant to the Financing;
(j) take all necessary corporate action and executing proceedings to approve and returning all documents reasonably requested in connection with authorize the registration and sale issuance of the Payment Shares. The Purchaser hereby consents ;
(k) take all necessary corporate action and proceedings to be named approve and authorize the issuance of the Replacement Convertible Securities as an underwriter contemplated in Section 3.02 and to approve and authorize the Registration Statement, if applicable, issuance of Common Shares on exercise of the Replacement Convertible Securities in accordance with current Commission policy their terms;
(l) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Aura Shareholders and the Replacement Convertible Securities to the holder of the Aura Closing Convertible Securities, in each case, on a basis exempt from the prospectus requirements of the applicable securities laws of provinces of Canada in which the Securityholders are resident;
(m) use its commercially reasonable efforts to maintain its status as a “reporting issuer” (as defined under applicable securities legislation), not in default of the securities laws of the Provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec;
(n) take all action necessary, including causing such meetings of directors and shareholders of the Purchaser to be held (or if written director resolutions are to be obtained, such resolutions to be signed) and, if necessaryrequired, use commercially reasonable efforts to join solicit proxies in favour thereof, in order to effect the request appointment of four nominees put forth by Xxxx as directors of the Company for the acceleration Purchaser; and
(o) not to authorize, sell or issue, or negotiate or enter into an agreement to sell or issue, any securities of the effectiveness Purchaser (including those that are convertible or exchangeable into securities of the Registration StatementPurchaser), other than as contemplated under this Agreement (including the issuance of units under the Financing).
Appears in 1 contract
Samples: Securities Exchange Agreement
Covenants of the Purchaser. (a) The Purchaser acknowledges agrees to comply in all material respects with all federal and understands that state securities laws and the rules and regulations promulgated thereunder in connection with any sale by it of the Shares, whether or not such sale is pursuant to any Registration Statement. In connection with the sale of any Shares pursuant to any Registration Statement, but without limiting the generality of the foregoing sentence, the Purchaser shall (i) comply with the provisions of Regulation M promulgated under the Exchange Act, and (ii) deliver to the purchaser of Shares the prospectus forming a part of such Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date.
(b) The Purchaser will cooperate with the Company in all material respects in connection with the performance by the Company of its obligations under Section 3.01(a), including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares are "restricted securities" as defined required to be disclosed in Rule 144each Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby agrees not consents to offer be named as an underwriter in each Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of each Registration Statement.
(c) In connection with the sale of any Shares pursuant to any Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of such Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or sell (as such terms are defined prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder) thereunder and any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)applicable blue sky laws.
(bd) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the any Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the such Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(ce) In connection with The Purchaser acknowledges and understands that the sale of any Shares pursuant are (or upon the issuance thereof will be) “restricted securities” as defined in Rule 144. The Purchaser hereby agrees not to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on offer or prior to the applicable delivery date, all sell (as such terms are defined in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to registerthereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of such securities under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer of any Shares not made in accordance shall be deemed to comply with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect 3.02(e) if the Purchaser delivers to the Shares.
(e) The Purchaser will cooperate with Company a legal opinion in form and substance reasonably satisfactory to the Company in all respects in connection with the performance by from counsel reasonably satisfactory to the Company of its obligations under to the effect that such transfer complies with this Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement3.02(e).
Appears in 1 contract
Samples: Securities Purchase Agreement (Azur Holdings, Inc.)
Covenants of the Purchaser. Pending the Closing. ---------------------------------------------- The Purchaser hereby covenants and agrees that between the date of this Agreement and the Closing or termination of this Agreement prior to the Closing:
(a) The the Purchaser acknowledges will not take any action, or omit to take any action, which action or omission would make any of its representations and understands that warranties untrue or incorrect in any material respect at the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees Closing Date, and will not to offer undertake any course of action inconsistent with this Agreement, or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) which would render any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant conditions to an available exemption from the registration requirements Closing by any of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard other parties unable to be satisfied at or prior to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)Closing Date.
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof will use all reasonable efforts to (taking into account any prior amendments or supplements theretoi) contains any untrue statement of a material fact or omits promptly make all filings and seek to state a material fact necessary to make the statements therein, in light of the circumstances obtain all authorizations required under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent Applicable Laws with respect to the Shares.
(e) The Purchaser transactions contemplated hereby and by the Additional Agreements and will cooperate with the Company Seller with respect thereto, (ii) promptly take or cause to be taken all other actions necessary, proper or appropriate to satisfy the conditions set forth in all respects Section 9 and to consummate and make effective the transactions contemplated by this Agreement and the Additional Agreements on the terms and conditions set forth herein and therein by the Closing Date, and (iii) not take any action that would reasonably be expected to impair its ability to consummate the transactions contemplated by this Agreement and the Additional Agreements at the earliest practicable time. The reasonable efforts of the Purchaser shall include, without limitation, good faith response, in connection cooperation with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessarySeller, to join all requests for information, documentary or otherwise, by any governmental agency; but shall not include any obligation to make any changes to Purchaser's actual or intended business, business plans, personnel or other matters pertaining to the manner in the request of the Company for the acceleration of the effectiveness of the Registration Statementwhich Purchaser conducts or intends to conduct its business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hudson Respiratory Care Inc)
Covenants of the Purchaser. Upon execution of this Agreement, the Purchaser will:
(a) The Purchaser acknowledges and understands that not later than December 2, 1999 (the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not Proposed Offer Date"), make a take-over bid to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration purchase 100% of the Common Shares under issued and outstanding as of such date, on substantially the Securities Act, or (b) pursuant to an available exemption from the registration requirements terms and conditions summarized in Schedule "A" forming part of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Agreement;
(b) If subject to the satisfaction of the terms and conditions of the Offer, take-up and pay for Common Shares tendered under the Offer in accordance with Canadian securities laws;
(c) prior to or concurrently with the Purchaser taking up and paying for the Common Shares tendered under the Offer, the Purchaser will provide funds to the Company or at the direction of the Company, provide funds to IBM Canada on behalf of the Company in an amount equal to the IBM Indebtedness; and
(d) upon the last take-up and payment of Common Shares under the Offer, proceed expeditiously with a compulsory acquisition or subsequent acquisition transaction whereby holders of Common Shares will receive cash consideration per Common Share in a transaction which is at least as favourable to holders of Common Shares as the Offer. The Purchaser shall mail the Offer and accompanying take-over bid circular (such circular, together with the Offer, being referred to herein as the "Bid Circular") in accordance with applicable laws to each holder of Common Shares (a "Shareholder") not later than 11:59 p.m. (Toronto time) on the Proposed Offer Date (such time on such date being referred to herein as the "Latest Mailing Time"); provided, however, that if the mailing of the Offer is delayed by (i) an injunction or order made by a court or regulatory authority of competent jurisdiction or (ii) the Purchaser not having obtained any time regulatory waiver, consent or approval which is necessary to permit it to mail the Offer or take up and pay for the Common Shares tendered under the Offer, then, provided that such injunction or order is being contested or appealed or such regulatory waiver, consent or approval is being actively sought, as applicable, the Latest Mailing Time shall be extended for a period ending on the fifth Business Day following the date on which such injunction or order ceases to be in effect or such waiver, consent or approval is obtained, as applicable, provided however that if such event has not occurred by December 2, 1999, this Agreement will terminate. The Offer will be made in accordance with applicable Laws and shall be open for acceptance for a minimum period of 20 business days and shall have an initial expiry date not later than December 30, 1999; provided, however, that the Offer shall not expire or be withdrawn and shall be extended for successive 10 day periods until the earlier of (i) 75 days after the date of the Offer, and (ii) the date which is 10 days after the Purchaser has publicly announced that the conditions set out in sections 4(b) and (c) of Schedule "A" have been satisfied or waived, and may be extended from time to time after at the Effective Date, the Company notifies option of the Purchaser or as permitted in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement Schedule "A". The final date of a material fact or omits to state a material fact necessary to make the statements therein, in light expiry of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all Offer in accordance with the requirements foregoing is herein referred to as the "Expiry Time". The Bid Circular shall set forth a date of expiry of the Securities Act and Offer of not later than December 30, 1999. The Purchaser shall use all reasonable efforts to consummate the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect Offer, subject to the Shares.
(e) The Purchaser will cooperate with the Company in terms and conditions hereof and thereof. Any and all respects fees required to be paid in connection with filings under the performance Competition Act (Canada) shall be borne and paid equally by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding and the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 1 contract
Samples: Acquisition Agreement (Applied Digital Solutions Inc)
Covenants of the Purchaser. (a) The Purchaser acknowledges and understands shall ensure that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act representations and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration warranties of the Shares under Purchaser set out in Section 3.3 over which the Securities Act, or (b) pursuant to an available exemption from Purchaser has reasonable control are true and correct at the registration requirements Time of Closing and that the conditions of closing for the benefit of the Securities Act. The Purchaser agrees that it will not engage Vendors set out in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a5.2(1) if over which the Purchaser delivers to has reasonable control have been performed or complied with by the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)Time of Closing.
(b) If The Purchaser shall, at all times following the issue of the ForeFront Shares and following the expiration of the LockUp Period, use good faith to cooperate with the Vendors to ensure that the ForeFront Shares shall be eligible for resale under an available exemption from registration under United States securities laws, including removing any time legends which are no longer applicable upon written request from the Vendors, and providing necessary legal opinions to the transfer agent on a timely basis. Should the parties determine, either before or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light issue of the circumstances under which they ForeFront Shares and the expiration of the LockUp Period, that there are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or no available exemptions from registration relating to the Shares resale of the ForeFront Shares, then in such instance the Purchaser on ten (other than purchases of Shares 10) days prior notice from any Vendor shall execute the Registration Rights Agreement in the form attached hereto as Exhibit J, and subject to execution by the Vendors, prepare and file a registration statement pursuant to this Agreement), from the time terms thereof at least thirty (30) days prior to the expiration or earlier termination of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofLockUp Period.
(c) In connection with So long as the sale of Vendors shall hold any Shares pursuant to the Registration StatementExchangeable Shares, the Purchaser shall deliver will furnish to the purchaser thereof the prospectus forming a part of the Registration Statement and Vendors all relevant supplements thereto which have been information provided by the Company Purchaser from time to time to the Purchaser on or prior holders of ForeFront Stock contemporaneously as such information is provided to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky lawssuch holders.
(d) The Company may refuse Purchaser shall file a notification for listing of the ForeFront Shares on the NASDAQ National Market System and shall cause such filing to register (or permit its transfer agent be accepted prior to register) any transfer exchange of any Exchangeable Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the ForeFront Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 1 contract
Covenants of the Purchaser. (a) The Purchaser acknowledges and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard shall furnish to the Shares other than Issuer in compliance with writing such information regarding the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if distribution by the Purchaser delivers as the Issuer may from time to the Company a legal opinion time reasonably request in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)writing.
(b) If at any time or from time In connection with and as a condition to time after the Effective DateIssuer's obligations with respect to the Shelf Registration Statement pursuant to Section 5.1, 5.2 and this Section 5.3, the Company notifies Purchaser covenants and agrees that (i) it will not offer or sell any Shares under the Purchaser in writing Shelf Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated by Section 5.3(c) and notice from the Issuer that the Shelf Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 5.3(e); (ii) upon receipt of any notice from the Issuer contemplated by Section 5.3(b) or the prospectus forming a part thereof Section 5.3(e) (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light respect of the circumstances under which they are made, not misleadingoccurrence of an event contemplated by clause (vi) of Section 5.3(e)), the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating pursuant to the Shares Shelf Registration Statement until the Purchaser receives copies of the supplemented or amended Prospectus contemplated by Section 5.3(i) hereof and receives notice that any post-effective amendment has become effective, and, if so directed by the Issuer, the Purchaser will deliver to the Issuer (at the expense of the Issuer) all copies in its possession, other than purchases permanent file copies in the Purchaser's possession, of the Prospectus as amended or supplemented at the time of receipt of such notice; and (iii) the Purchaser and any of its officers, directors or affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Shelf Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofStatement.
(c) In connection with the sale of any Shares pursuant The Purchaser agrees to make customary representations and warranties to the Registration StatementIssuer and the underwriters and agents, if any, in form, substance and scope as are customarily made by selling holders in underwritten public offerings, but the Purchaser shall deliver not be required to make any representation or warranty as to the purchaser thereof the prospectus forming a part accuracy or completeness of the Shelf Registration Statement and all relevant supplements thereto which have been provided by the Company (except as to written information furnished to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held Issuer by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company expressly for the acceleration of the effectiveness of the Registration Statementuse therein).
Appears in 1 contract
Samples: Purchase and Registration Rights Agreement (Grand Metropolitan PLC Et Al)
Covenants of the Purchaser. (1) The Purchaser will ensure that the representations and warranties of the Purchaser set out in Section 3.02 are true and correct in all material respects at the Time of Closing and use reasonable commercial efforts to ensure that the conditions of closing for the benefit of the Receiver set out in Section 5.02 over which it has reasonable control have been performed or complied with in all material respects by the Time of Closing.
(2) The Purchaser will provide the Receiver with all information within its possession or control that the Receiver may reasonably request to assist the Receiver in obtaining the Approval and Vesting Order.
(3) The Purchaser will preserve the Books and Records delivered to it at the Time of Closing for a period of six years from the Closing Date, or for such other period as is required by any Applicable Law, and will permit the Receiver and their respective authorized representatives reasonable access thereto in connection with the affairs of Astoria, and the right to make copies thereof at their expense.
(4) The Purchaser shall make the necessary arrangements to replace any letters of credit or other security deposits posted or received by Astoria, the Receiver, or any other Person on their behalf, on or prior to Closing.
(5) Not more than ten (10) Business Days following the Closing Date, the Purchaser shall provide the Receiver with written notification of the Final Receivable Purchase Payment, including the identification of the accounts receivable of Astoria that are less than 90 days overdue as at the Closing Date. Following receipt of the foregoing notification, Receiver shall have a period of five (5) Business Days to review the books and records of Astoria setting forth the accounts receivable of Astoria as at the Closing Date, at no cost, during regular business hours to satisfy itself as to the recorded amount of such account receivable, following which five (5) Business Day period the Receiver shall either: (a) The provide written confirmation to the Purchaser acknowledges and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, its satisfaction with its review; or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory provide written objection to the Purchaser from counsel satisfactory of its review. In the event that the Receiver objects to such review of the books and records of Astoria, the applicable five (5) Business Day period shall be extended until all such disputes have been resolved to the Purchaser to satisfaction of the effect that such transfer complies with this Section 7.2(a)Receiver, acting reasonably.
(b6) If The Purchaser will comply with the Personal Information Protection and Electronic Documents Act (Canada) and other similar Applicable Laws relating to privacy and the protection of personal information in respect of the Books and Records, Contracts and any other business and financial records related to the Purchased Assets.
(7) In the event that the common shares in the capital of the Ultimate Parent are listed or quoted on any stock exchange or quotation system at any time or from time to time after following the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement Time of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingClosing, the Purchaser shall not offer or take all actions required to permit the Receiver to sell any Shares or engage the common shares in any other transaction involving or relating the capital of the Ultimate Parent issued to the Shares (other than purchases of Shares Receiver pursuant to this Agreement)Agreement without restriction, whether imposed by applicable law or by Contract, other than the hold period prescribed by applicable U.S. securities laws and the legend prohibiting the transfer of the common shares in the capital of the Ultimate Parent to be issued to the Receiver pursuant to this Agreement until the date that is six months from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofClosing Date, as applicable.
(c) 8) In connection with the sale event that the common shares in the capital of the Ultimate Parent are listed or quoted on any Shares pursuant stock exchange or quotation system at any time following the date that is six months from the Closing Date, upon the reasonable written request of the Receiver, including to permit the Registration Statementwind-down of the estate of Astoria, the Purchaser shall deliver take all actions required to permit the Receiver to sell or otherwise transfer the common shares in the capital of the Ultimate Parent issued to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company Receiver pursuant to the Purchaser on or prior this Agreement to the applicable delivery date, all any Person permitted to acquire such common shares in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky U.S. securities laws.
(d9) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 Purchaser hereby acknowledges that the Receiver has engaged and for such purpose may place stop order instructions with its transfer agent incurred costs with respect to certain re-grading work on the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance Leased Premises which may not be complete by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (Closing Date which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares work is required to be disclosed completed by the City of Belleville and which work requirements are supported by a cash deposit posted in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale favour of the SharesCity of Belleville. For the avoidance of any doubt, the aforementioned cash deposit is an Excluded Asset. In the event that the foregoing work is not complete by the Closing Date, the Purchaser hereby agrees to provide the Receiver and its contractors continued access to the Leased Premises, at no costs, during regular business hours and upon 24 hours’ notice in order to complete the required re-grading work. Furthermore. The Purchaser hereby consents Receiver acknowledges and agrees that it shall remain solely responsible for any and all costs relating to be named as an underwriter the re-grading work described in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementthis Section 4.02(9) .
Appears in 1 contract
Covenants of the Purchaser. The Purchaser covenants and agrees with each of the Shareholders and Xxxxx that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII, subject to Section 9.02, it will:
(a) The in a timely and expeditious manner:
(i) file and/or deliver any document or documents as may be required in order for the Transaction as contemplated herein to be effective; and
(ii) file and/or deliver any document or documents required pursuant to applicable laws and/or the rules and policies of the CSE in connection with the Transaction as contemplated herein after the Closing;
(b) not solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of the Securities Act (British Columbia), for securities or assets of the Purchaser, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event the Purchaser, including any of its officers or directors, receives any form of offer or inquiry, the Purchaser acknowledges shall forthwith (in any event within one business day following receipt) notify Rosey of such offer or inquiry and understands that provide XXXXX with such details as it may request;
(c) to make available and afford Rosey and its authorized representatives and, if requested by Xxxxx, provide a copy of all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to the Shares are "restricted securities" as defined in Rule 144Purchaser. The Purchaser hereby agrees will afford Rosey and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Purchaser’s property, assets, undertaking, records and documents. At the request of Xxxxx, the Purchaser will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Purchaser’s business and any of its property or to enable Rosey or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Purchaser maintained by governmental or other public authorities. The obligations in this Section 6.02(c) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to offer a third party for which a waiver cannot be obtained, provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or sell on behalf of Rosey under this Section 6.02(c) will not mitigate or otherwise affect the representations and warranties of the Purchaser hereunder;
(as d) to the extent necessary, make application to the CSE and diligently pursue the approval of the Transaction (including the obligation of the Purchaser to issue the Payment);
(e) except for non-substantive communications, and provided that such terms are defined disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Securities Act Purchaser will be required to disclose that information has been withheld on this basis), furnish promptly to Rosey (on behalf of itself and the rules Shareholders) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under applicable laws and regulations promulgated thereunderany dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(f) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:
(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases, licenses, agreements and other Contracts, as applicable;
(ii) effect all necessary registrations and filings and submissions of information requested by any Shares unless Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either the Purchaser or Rosey before any Governmental Authority to the extent permitted by such offer authorities; and
(iii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;
(g) subject to Applicable Laws or sale is made as authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(ah) not alter or amend its notice of articles or articles as the same exist at the date of this Agreement;
(i) not allot, issue, redeem, cancel or purchase any shares or other securities of the Purchaser, except pursuant to an effective registration already existing convertible securities of Purchaser, or grant any option to subscribe for the same;
(j) not modify the share capital of the Shares under Purchaser (by way of any increase or any decrease), except through the Securities Actissuance of shares in connection with the exercise or conversion of already existing convertible securities of Purchaser, or alter, modify or vary the rights attaching to the shares or enter into any agreement, arrangement or obligation to effect any of the above;
(k) not grant, issue or redeem any mortgage, charge, debenture or other security;
(l) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the foregoing, it will not make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to or for the benefit of its shareholders;
(m) not incur or assume any Borrowings, or vary the terms of any Borrowings, or (bexcept in the ordinary course of business) pursuant make any payments out of, or drawings on, its bank account(s) except in the ordinary course of business;
(n) not declare, make or pay any dividend or other distribution;
(o) not make any loan or advance to an available exemption any person, except in the ordinary course of business;
(p) take all necessary corporate action and proceedings to approve and authorize the issuance of the Payment Shares to the Shareholders; and
(q) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Shareholders, on a basis exempt from the prospectus and registration requirements of the applicable Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light Laws of the circumstances under provinces of Canada in which they the Shareholders are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofresident.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 1 contract
Samples: Share Exchange Agreement
Covenants of the Purchaser. (a) The Purchaser acknowledges covenants and understands that agrees that, until the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in earlier of the Securities Act Effective Time and the rules and regulations promulgated thereunder) any Shares time that this Agreement is terminated in accordance with its terms, unless the Company otherwise consents in writing (to the extent that such offer consent is permitted by applicable Law), which consent will not be unreasonably withheld, conditioned or sale is made (a) pursuant to an effective registration of the Shares under the Securities Actdelayed, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage as is otherwise disclosed in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers writing to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the date hereof or expressly permitted or specifically contemplated by this Agreement or as is otherwise required by applicable delivery date, all in accordance with Law:
(a) the requirements respective businesses of the Securities Act Purchaser and its material subsidiaries will be conducted, their respective facilities will be maintained, and the rules Purchaser and regulations promulgated thereunder its material subsidiaries will continue to operate their respective businesses only in, the ordinary course of business;
(b) the Purchaser will use commercially reasonable efforts to maintain and preserve intact its and its subsidiaries respective business organizations, assets, properties, rights, goodwill and business relationships and keep available the services of its and its subsidiaries’ respective officers and employees as a group;
(c) the Purchaser will not, and will not permit any of its material subsidiaries to, directly or indirectly:
(i) alter or amend its articles, charter, by-laws or other constating documents in a manner adverse to Shareholders or that would reduce the value of the Consideration Shares;
(ii) declare, set aside or pay any dividend on or make any distribution or payment or return of capital in respect of any of its securities other than in the ordinary course of business and consistent with past practice, or, in the case of any of the Purchaser’s wholly-owned subsidiaries, for dividends payable to the Purchaser;
(iii) redeem, purchase or otherwise acquire any of its outstanding securities or securities convertible into or exchangeable or exercisable for its securities unless otherwise required by the terms of such securities and other than in transactions between two or more Purchaser wholly-owned subsidiaries or between the Purchaser and a Purchaser wholly-owned subsidiary;
(iv) amend the terms of the Xxxxxxx Shares or any other securities of the Purchaser or any of its material subsidiaries;
(v) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Purchaser or any of its material subsidiaries;
(vi) split, divide, consolidate, combine or reclassify the Xxxxxxx Shares or authorize the issuance of any other securities in respect of, in lieu of or in substitution for the Xxxxxxx Shares;
(vii) make any material changes to any of its accounting policies, principles, methods, practices or procedures (including by adopting any material new accounting policies, principles, methods, practices or procedures), except as required by applicable blue sky laws.Laws or under IFRS;
(viii) enter into, modify or terminate any agreement, contract, covenant, undertaking, or commitment with respect to any of the foregoing; or
(d) The Company may refuse to register except as would not delay the consummation of the Arrangement, the Purchaser will not, and will not permit any of its subsidiaries to, directly or indirectly: (A) acquire (by merger, amalgamation, consolidation, arrangement or permit its transfer agent to registeracquisition of shares or other equity securities or interests or assets or otherwise) any transfer corporation, partnership, association or other business organization or division thereof or any property or asset, or make any investment by the purchase of securities, contribution of capital, property transfer, or purchase of any Shares not made property or assets of any other person (in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent each case, other than in the ordinary course of business) or (B) enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement with respect to the Shares.such a transaction;
(e) The the Purchaser will cooperate with promptly notify the Company in all respects writing of any circumstance or development that, to the knowledge of the Purchaser , has had or would reasonably be expected to have, individually or in connection with the performance by aggregate, a Material Adverse Effect on the Company Purchaser; and
(f) the Purchaser will not, and will not permit any of its obligations under Section 7.1subsidiaries to, including timely supplying all information take any action that would reasonably requested by be expected to prevent or significantly impede or materially delay the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale completion of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration StatementArrangement.
Appears in 1 contract
Covenants of the Purchaser. (a) The Purchaser acknowledges covenants and understands agrees that during the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in period from the Securities Act date of this Agreement until the earlier of the Effective Time and the rules time that this Agreement is terminated in accordance with its terms, unless otherwise: (i) consented to in writing by the Company (such consent to be subject to applicable Law and regulations promulgated thereundernot be unreasonably withheld, conditioned or delayed); (ii) any Shares unless such offer required by applicable Laws; (iii) required or sale is made (a) pursuant to an effective registration of expressly permitted or specifically contemplated by this Agreement or the Shares under the Securities Act, Arrangement; or (biv) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers disclosed to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the date hereof:
(a) subject to Section 5.4 which shall govern in respect of the Regulatory Approvals, the Purchaser will make all necessary filings and applications under applicable delivery dateLaws, including Canadian Securities Laws, required to be made on the part of the Purchaser in connection with the transactions contemplated herein and shall take all reasonable actions necessary to be in compliance with such applicable Laws;
(b) the Purchaser shall prepare and furnish to the Company the Purchaser Information and shall ensure that, as of the date the Company Information Circular is first mailed to the Company Shareholders and the date of any Company Shareholders’ Meeting, the Purchaser Information shall (i) be complete and correct in all material respects and not contain any Misrepresentations, and (ii) comply in all material respects with all applicable Laws. The Purchaser shall promptly correct any Purchaser Information which shall have become false or misleading at any time prior to the Company Shareholders’ Meeting;
(c) the Purchaser will arrange the Equity Financings on the terms and conditions described in the Equity Commitment Letters and, without limiting the foregoing, the Purchaser will:
(i) maintain in effect the Equity Commitment Letters until the termination thereof in accordance with their terms;
(ii) enforce the requirements obligations of the Securities Act and Sponsors under the rules and regulations promulgated Equity Commitment Letters in the event of a breach of obligations thereunder and any that would adversely impact the ability or likelihood of the Purchaser complying with its obligations under this Agreement;
(iii) subject to the satisfaction or waiver of the applicable blue sky laws.conditions set out in this Agreement and, other than in connection with the consummation of the Equity Commitment (as defined in the Equity Commitment Letters), in the Equity Commitment Letter, consummate the applicable Equity Financings; and
(iv) only replace, amend, alter or agree to alter the Equity Commitment Letters with the prior written consent of the Company; and
(d) The the Purchaser will notify the Company may refuse promptly, and in any event within two business days, if at any time prior to register (or permit its transfer agent to register) any transfer the termination of any Shares not made the Equity Commitment Letters in accordance with their terms:
(i) the Equity Commitment Letters will expire or be terminated for any reason;
(ii) if the Purchaser has any reason to believe that it or its affiliates will be unable to satisfy, on a timely basis, any term or condition of any Equity Financing to be satisfied by it, that in each case would reasonably be expected to impair the ability of the Purchaser to consummate the Equity Financings;
(iii) any Sponsor provides written notice to the Purchaser that it either no longer intends to provide any Equity Financings referred to in this Section 7.2 5.1 on the terms set forth in the Equity Commitment Letters, as applicable, or requests amendments or waivers thereto;
(iv) the Purchaser receives any written notice or communication relating to any material dispute or disagreement between and for such purpose may place stop order instructions with its transfer agent with respect among any parties to the Shares.Equity Financings; or
(ev) The if at any time for any reason the Purchaser believes in good faith that it will cooperate with not be able to obtain all or any portion of the Company Equity Financings on the terms and conditions, in all respects in connection with the performance manner or from the sources contemplated by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration StatementEquity Commitment Letters.
Appears in 1 contract
Samples: Arrangement Agreement
Covenants of the Purchaser. 7.1 Conduct of the Business. The Purchaser covenants and agrees that, from the date hereof through the Closing Date, except (i) in the context of an unsolicited, bona fide written proposal for a superior transaction or consummation of a superior transaction, (ii) as otherwise set forth in this Agreement or (iii) with the prior written consent of the Vendor, it shall:
(a) The Purchaser acknowledges and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined conduct its business only in the Securities Act ordinary course and in a manner consistent with the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant current practice of their business to an effective registration preserve substantially intact the business organization of the Shares under Purchaser, to preserve the Securities Act, or (b) pursuant to an available exemption from the registration requirements current relationships of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares customers and other than in compliance persons with the Securities Act. A proposed transfer shall be deemed which they have had significant business relations and to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).all Laws;
(b) If at not pledge, sell, transfer, dispose or otherwise encumber or grant any time rights or from time interests to time after others of any kind with respect to all or any part of the Effective Datecapital securities of the Purchaser;
(c) not pledge, sell, lease, transfer, dispose of or otherwise encumber any property or assets of the Company notifies Purchaser, other than consistent with past practices and in the ordinary course of business of the Purchaser;
(d) not issue any shares of capital stock of the Purchaser or any other class of securities, whether debt (other than debt incurred in writing that the Registration Statement ordinary course of business and consistent with past practice) or equity, of the prospectus forming a part thereof Purchaser or any options therefore or any securities convertible into or exchangeable for capital stock of the Purchaser or enter into any agreements in respect of the ownership or control of such capital stock;
(taking into account e) not declare any prior amendments dividend or supplements theretomake any distribution in cash, securities or otherwise on the outstanding shares of capital stock of the Purchaser or directly or indirectly redeem, purchase or in any other manner whatsoever advance, transfer (other than in payment for goods received or services rendered in the ordinary course of business), or distribute to any of their affiliates or otherwise withdraw cash or cash equivalents in any manner inconsistent with established cash management practices, except to pay existing indebtedness of the Purchaser;
(f) contains any untrue statement of a material fact or omits to state a material fact necessary not make, agree to make or announce any general wage or salary increase or enter into any employment contract or, unless provided for on or before the statements thereindate of this Agreement, in light increase the compensation payable or to become payable to any officer or employee of the circumstances under which they are madePurchaser or adopt or increase the benefits of any bonus, insurance, pension or other employee benefit plan, payment or arrangement, except for those increases, consistent with past practices, normally occurring as the result of regularly scheduled salary reviews and increases, and except for increases directly or indirectly required as a result of changes in applicable law or regulations;
(g) except as set forth in Schedule 7.1(g), not misleadingamend the Certificate of Incorporation or By-laws or Memorandum and Articles of Association (or other organizational documents) of the Purchaser;
(h) not merge or consolidate with, or acquire all or substantially all the assets of, or otherwise acquire any business operations of, any Person;
(i) not make any payments outside the ordinary course of business; and
(j) not make any capital expenditures, except in accordance with prudent business and operational practices consistent with prior practice.
7.2 Fulfillment of Conditions. From the date hereof to the Closing Date, the Purchaser shall not offer or sell any Shares or engage use its best efforts to fulfill the conditions specified in any other transaction involving or relating Article IX to the Shares extent that the fulfillment of such conditions is within its control. The foregoing obligation includes (other than purchases a) the execution and delivery of Shares pursuant documents necessary or desirable to this Agreement)consummate the transactions contemplated hereby, and (b) taking or refraining from such actions as may be necessary to fulfill such conditions (including conducting the time business of the giving Purchaser in such manner that on the Closing Date the representations and warranties of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofcontained herein shall be accurate as though then made).
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 1 contract
Samples: Sale and Purchase Agreement (China Unistone Acquisition CORP)
Covenants of the Purchaser. (a) The Purchaser acknowledges and understands that the Shares are "restricted securitiesShares" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the sale or the resale of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof. Notwithstanding the foregoing, such period during which the Purchaser is restricted from selling Shares pursuant to the Registration Statement shall not continue for more than 30 days and not more frequently than twice annually.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission SEC policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 1 contract
Covenants of the Purchaser. 9.1 The Purchaser hereby covenants that, at the Time of Closing, the Purchaser will:
(a) The furnish the Vendor with a certificate of an officer of the Purchaser acknowledges and understands stating that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act representations and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration warranties of the Shares under Purchaser contained in this agreement are true at the Securities ActTime of Closing, or (b) pursuant to an available exemption from as though then made, and that the registration requirements covenants of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to be complied with at or prior to the effect Time of Closing have been complied with, provided that the receipt of such transfer complies with evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Purchaser which are contained in this Section 7.2(a).agreement;
(b) If at any time or from time deliver to time after the Effective Date, Vendor evidence reasonably satisfactory to the Company notifies Vendor's Solicitors that all necessary corporate authorizations of the Purchaser in writing that authorizing and approving the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has contemplated herein have been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.obtained;
(c) In connection execute all assignments and documents delivered pursuant to this agreement at the Time of Closing which require execution by the Purchaser;
(d) deliver and cause to be delivered to the Vendor the Escrow Agreement, duly executed on behalf of the Purchaser and the Escrow Agent;
(e) provide the Vendor with the sale favourable opinion of any the Purchaser's Solicitors in a form satisfactory to the Vendor's Solicitors, acting reasonably:
(i) that the Purchaser has been duly incorporated and organized and is a valid and subsisting corporation under the laws of the Province of Ontario;
(ii) that with respect to the Vendor all necessary corporate actions and proceedings have been taken to authorize and permit the purchase of the Purchased Shares pursuant to the Registration Statement, terms of this agreement; and
(iii) that this agreement has been duly executed and delivered by the Purchaser shall deliver constitutes a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms (subject to bankruptcy laws and the availability of equitable remedies) and, to the purchaser thereof the prospectus forming a part knowledge of the Registration Statement and all relevant supplements thereto Purchaser's Solicitors, does not violate the provisions of any indenture or agreement to which have been provided the Purchaser is a party or by which it is bound.
(f) pay the Company Purchase Price to the Purchaser on or prior to the applicable delivery date, all Vendor in accordance with the requirements provisions of Article 3;
(g) pay interest to the Vendor, at a rate of 8% per annum, on the outstanding balance of the Securities Act Unpaid Portion amount, subject to the reduction provisions of Section 3.4, payable at the end of each calendar month;
(h) grant the Vendor a security interest in the Purchased Shares and all the assets of the Corporation (the "Security Interests"). As part of ------------------ Page 22 of Xxxxxxx Share Purchase Agreement Initial ------------ the Security Interests, the Vendor shall be the first ranking secured creditor against the Purchased Shares (the "First Security") and the rules and regulations promulgated thereunder and any applicable blue sky laws.--------------- Purchaser agrees that the only secured creditors against all the assets of the Corporation, that are secured before the Vendor, shall be:
(di) The Company may refuse to register (or permit its transfer agent to register) any transfer the existing lessors of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.Corporation as at December 31, 2003; and
(eii) The Purchaser a lender that will cooperate provide the Corporation with a line of credit of up to $3,000,000 for the Company in all respects in connection with purpose of financing the performance by Corporation's operations (and which, for greater certainty, shall be used only for the Company purpose of its obligations under Section 7.1, including timely supplying all information reasonably requested by financing the Company (which shall include all information regarding the Purchaser, Corporation's operations and not to finance any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale part of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration StatementPurchase Price or for any other business, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.acquisition or purpose whatsoever);
Appears in 1 contract
Covenants of the Purchaser. (a) The In addition to the other indemnities provided by the Purchaser acknowledges herein, the Purchaser shall indemnify, save, hold harmless, discharge and understands that release the Shares are Vendor from and against any and all Claims arising from or based on:
(i) subject to subsection 3.4(a), any inaccuracy in any representation or warranty made by the Purchaser in this Agreement or any other agreement to be entered into in connection with the transactions contemplated hereby or any certificates delivered or to be delivered by or on behalf of the Purchaser pursuant to the terms of this Agreement (collectively, the "restricted securities" as defined Purchaser's Documents"); and
(ii) any breach of any covenant of the Purchaser set forth in Rule 144. The Purchaser hereby agrees not to offer this Agreement or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)Purchaser's Documents.
(b) If at any time or from time to time after The Purchaser will ensure that the Effective Date, the Company notifies representations and warranties of the Purchaser in writing are true and correct at the Time of Closing and that the Registration Statement or conditions of closing for the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light benefit of the circumstances under which they are made, not misleading, Vendor have been performed or complied with by the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases Time of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofClosing.
(c) In connection The following limitation will apply with regard to the sale Claims for which the Purchaser would otherwise have indemnification obligations under this Agreement: except as otherwise specified herein, the indemnities set forth in this Agreement shall not apply until the aggregate of all Claims total more than $75,000, in which event the indemnities under this Agreement shall apply to all Claims brought under this Agreement and not only those Claims which in the aggregate are in excess of $75,000. Notwithstanding the foregoing, the limitation set out above does not apply to Claims of any Shares pursuant to the Registration Statementamount arising (i) under Section 2.4(b) hereof or (ii) from fraud, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement fraudulent misrepresentation and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky lawsfundamental breach.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with indemnify and save harmless the Company Vendor from and against all Claims for any commission or other remuneration payable or alleged to be payable to any person in all respects respect of the sale and purchase of the Assets, whether such person purports to act or have acted for the Purchaser in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration StatementBusiness.
Appears in 1 contract
Covenants of the Purchaser. From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 7, except with the prior written consent of Petroamerica and except as otherwise expressly permitted or specifically contemplated by this Agreement or as otherwise required by Applicable Laws:
(a) The other than as disclosed in writing to Petroamerica: (i) other than as disclosed in Section 3.1(a) of the Purchaser acknowledges and understands that Disclosure Letter, the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined Purchaser’s business shall be conducted in the Securities Act Ordinary Course; and the rules and regulations promulgated thereunder(ii) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers shall use reasonable commercial efforts to preserve intact its business, organization, assets, properties and goodwill and maintain satisfactory relationships with suppliers, distributors, customers and others having advantageous business relationships with it, in each case, except where the Company failure to do so would not reasonably be expected to have a legal opinion in form and substance satisfactory to Material Adverse Effect on the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Purchaser;
(b) If the Purchaser shall not, directly or indirectly do or permit to occur any of the following: (i) amend its constating documents; (ii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its outstanding shares; (iii) other than pursuant to the Purchaser’s normal course issuer bid, redeem, purchase or otherwise acquire any of its outstanding shares or other securities; (iv) split, combine or reclassify any of its securities unless the Exchange Ratio is adjusted appropriately to give effect thereto; (v) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution or reorganization of the Purchaser; (vi) reduce the stated capital of the Purchaser or any of the outstanding the Purchaser Shares; or (vii) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing;
(c) the Purchaser will provide to Petroamerica, prior to filing or issuance of the same, any proposed public disclosure document, including without limitation, any news release or material change report, subject to the Purchaser’s obligations under Applicable Laws to make continuous disclosure and timely disclosure of material information, and Petroamerica agrees to keep such information confidential until it is filed as part of the Purchaser Public Record;
(d) the Purchaser shall cause its current insurance (or re-insurance) policies or those policies of its subsidiaries (including, to the extent reasonably within its control, any such policies obtained by third parties on behalf of the Purchaser or its subsidiaries) not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect and shall pay all premiums in respect of such insurance policies that become due prior to the Effective Date;
(e) neither the Purchaser nor the Purchaser Board nor any subsidiary controlled by the Purchaser will agree or consent to the release of any director or officer of the Purchaser or any subsidiary controlled by the Purchaser from any fiduciary duty owed by such person to the Purchaser or the holders of Purchaser Shares, including and without limitation, as would allow any such person to pursue any corporate opportunities that would otherwise be the property of the Purchaser or any subsidiary controlled by the Purchaser;
(f) the Purchaser and its subsidiaries shall not take any action, refrain from taking any action, permit any action to be taken or not taken, inconsistent with this Agreement, which might, directly or indirectly, interfere or affect the consummation of the Arrangement, or that would render, or would reasonably be expected to render, any representation or warranty made by the Purchaser in this Agreement untrue in any material respect at any time prior to completion of the Arrangement or termination of this Agreement, whichever first occurs;
(g) the Purchaser shall promptly notify Petroamerica in writing of any material adverse change (actual, anticipated, contemplated or, to the knowledge of the Purchaser threatened, financial or otherwise) in its or its subsidiaries’ business, operations, affairs, assets, capitalization, financial condition, licenses, permits, rights, privileges or liabilities, whether contractual or otherwise;
(h) the Purchaser shall promptly advise Petroamerica in writing of any material breach by the Purchaser of any representation, warranty, covenant, obligation or agreement contained in this Agreement;
(i) the Purchaser will use its reasonable commercial efforts to take all necessary action to give effect to the transactions contemplated by this Agreement and the Arrangement, including using its reasonable commercial efforts to satisfy or cause the satisfaction of the conditions set forth in Section 5.1 and Section 5.3 as soon as reasonably practicable, to the extent the fulfillment of the same is within the control of the Purchaser;
(j) the Purchaser shall use its reasonable commercial efforts to obtain the written consent of any third parties as are required for the consummation of the Arrangement or as otherwise contemplated hereby;
(k) the Purchaser will use reasonable commercial efforts to maintain the listing of the Purchaser Shares on the TSX and the NYSE MKT and to continue to maintain its status as a “reporting issuer” (or similar designation) in all provinces of Canada where it is a reporting issuer as of the date of this Agreement;
(l) the Purchaser will make application to the TSX and the NYSE MKT for approval to, upon completion of the Arrangement, list the Purchaser Shares that will be issuable to the Petroamerica Shareholders pursuant to the Arrangement and pursuant to the exercise of the Petroamerica CVRs after the Effective Time, and shall use its reasonable commercial efforts to obtain such approval, subject to customary conditions;
(m) the Purchaser shall cause to be taken all corporate action to allot and reserve for issuance the Purchaser Shares to be issued in exchange for the Petroamerica Shares;
(n) except for non-substantive communications, and communications that the Purchaser is required to keep confidential pursuant to Applicable Laws, the Purchaser shall furnish promptly to Petroamerica or Petroamerica’s counsel, a copy of each notice, report, schedule or other document delivered, filed or received by the Purchaser from time to time after Governmental Authorities in connection with: (i) the Arrangement; (ii) any filings under Applicable Laws in connection with the transactions contemplated by this Agreement; and (iii) any dealings with Governmental Authorities in connection with the transactions contemplated by this Agreement;
(o) the Purchaser shall: (i) on the Effective Date, provide the Company notifies Depositary an irrevocable direction authorizing and directing the Depositary to deliver the cash consideration payable and the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares issuable pursuant to the Registration Statement, the Purchaser shall deliver Arrangement to the purchaser thereof the prospectus forming a part holders of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all Petroamerica Shares in accordance with the requirements Plan of Arrangement; and (ii) on the Securities Act and Business Day immediately preceding the rules and regulations promulgated thereunder and any applicable blue sky laws.Effective Date, provide sufficient funds to permit the Depositary to pay the cash consideration payable by it under the Plan of Arrangement if the Arrangement becomes effective;
(dp) The Company may refuse the Purchaser shall use all reasonable commercial efforts to register (take, or permit its transfer agent cause to register) any transfer of any Shares not made be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Applicable Laws to complete the Arrangement, in accordance with this Section 7.2 and for such purpose may place stop order instructions with the terms thereof, including using its transfer agent with respect to the Shares.reasonable commercial efforts to:
(ei) The obtain all necessary Authorizations and filings as are required to be obtained or made by the Purchaser will cooperate under any Applicable Laws and to satisfy any condition provided for under this Agreement;
(ii) oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affect its ability to consummate the Arrangement; and
(iii) co-operate with the Company in all respects Petroamerica in connection with the performance by the Company it of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company hereunder;
(which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by q) the Purchaser within will use its reasonable commercial efforts to assist Petroamerica in obtaining the meaning of Rule 13d-3 promulgated under the Exchange Act, Interim Order and the proposed manner Final Order and to carry out the intent or effect of sale of this Agreement and the Shares required Arrangement; and
(r) the Purchaser will use its reasonable commercial efforts to be disclosed in defend all material lawsuits and other legal, regulatory and other proceedings arising after the Registration Statement) and executing and returning all documents reasonably requested in connection with date hereof against it challenging or affecting this Agreement, the registration and sale of Arrangement or the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementtransactions contemplated hereby.
Appears in 1 contract
Covenants of the Purchaser. The Purchaser covenants and agrees with each of the Shareholders and Mydecine that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII, it will:
(a) The Purchaser acknowledges in a timely and understands that expeditious manner:
(i) file and/or deliver any document or documents as may be required in order for the Shares are "restricted securities" Transaction as defined in Rule 144. The Purchaser hereby agrees not contemplated herein to offer be effective; and
(ii) file and/or deliver any document or sell (as such terms are defined in the Securities Act and documents required pursuant to applicable laws and/or the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration policies of the Shares under CSE in connection with the Securities Act, or Transaction as contemplated herein after the Closing;
(b) pursuant ensure that the Listing Statement does not contain a misrepresentation as it relates to an available exemption the Purchaser, including in respect of its assets, liabilities, operations, business and properties;
(c) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis), furnish promptly to Mydecine (on behalf of the Shareholders) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(d) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:
(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases, licenses, agreements and other Contracts, as applicable;
(ii) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either the Purchaser or Mydecine before any Governmental Authority to the extent permitted by such authorities; and
(iii) fulfil all conditions and satisfy all provisions of this Agreement and the Transaction;
(e) subject to applicable laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(f) conduct and operate its business and affairs only in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other persons;
(g) except as may be necessary or desirable in order to effect the Transaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement;
(h) take all necessary corporate action and proceedings to approve and authorize the issuance of the Payment Shares to the Shareholders; and
(i) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Shareholders on a basis exempt from the prospectus and registration requirements of the applicable Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light Laws of the circumstances under provinces of Canada in which they the Shareholders are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofresident.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 1 contract
Samples: Share Exchange Agreement
Covenants of the Purchaser. The Purchaser covenants and agrees with each of the Shareholders and IWHES that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII it will:
(a) The Purchaser acknowledges in a timely and understands that expeditious manner:
(i) prepare, in consultation with IWHES, the Shares are "restricted securities" as defined Disclosure Document in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act prescribed form and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory content acceptable to IWHES, acting reasonably, and file the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection Disclosure Document with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act securities commissions and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1CSE, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy all applicable laws and the policies of the CSE;
(ii) use commercially reasonable efforts to obtain the Shareholders’ Approval;
(iii) file and/or deliver any document or documents as may be required in order for the Transaction as contemplated herein to be effective; and
(iv) file and/or deliver any document or documents required pursuant to applicable laws and/or the rules and policies of the CSE in connection with the Transaction as contemplated herein after the Closing;
(b) ensure that the Disclosure Document does not contain a misrepresentation as it relates to the Purchaser, if necessaryincluding in respect of its assets, liabilities, operations, business and properties;
(c) make application to join the CSE and diligently pursue the approval of the Transaction (including the obligation of the Purchaser to issue the Payment Shares) and the listing of the Common Shares on the CSE (including the Payment Shares);
(d) at or prior to Closing, or as soon as reasonably practicable thereafter, change its name to “International Wastewater Systems Inc.” or such other name as may be agreed between the Purchaser and IWHES;
(e) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis), furnish promptly to IWHES (on behalf of the Shareholders) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(f) subject to applicable laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(g) conduct and operate its business and affairs only in the request ordinary course consistent with past practice and use commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other persons;
(h) except as may be necessary or desirable in order to effect the Transaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement;
(i) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the Company foregoing, it will not:
(i) make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to or for the acceleration benefit of its shareholders;
(ii) increase or decrease its paid-up capital or purchase or redeem any shares except upon the exercise of share purchase warrants or options or conversion of convertible securities of the effectiveness Purchaser outstanding as of the Registration Statementdate hereof; or
(iii) issue or enter into any commitment to issue any of its shares or securities convertible into, or rights, warrants or options to acquire, any such shares, except upon the exercise or conversion of convertible securities of the Purchaser outstanding as of the date hereof or as otherwise contemplated by this Agreement;
(j) take all necessary corporate action and proceedings to approve and authorize the issuance of the Payment Shares to the Shareholders;
(k) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Shareholders, in each case, on a basis exempt from the prospectus requirements of the applicable securities laws of provinces of Canada in which the Shareholders are resident;
(l) use its commercially reasonable efforts to maintain its status as a “reporting issuer” (as defined under applicable securities legislation), not in default of the securities laws of the Provinces of British Columbia, Alberta and Ontario; and
(m) not to authorize, sell or issue, or negotiate or enter into an agreement to sell or issue, any securities of the Purchaser (including those that are convertible or exchangeable into securities of the Purchaser), other than the Finder’s Fee Shares or pursuant to the exercise or conversion of share purchase warrants, options or convertible securities of the Purchaser outstanding as of the date hereof, or as otherwise contemplated under this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement
Covenants of the Purchaser. 11.1 Between the date of this Agreement and the Closing Date, the Purchaser will make all reasonable efforts to obtain and procure in co-operation with the Vendor all consents, approvals, releases, and discharges required to effect the transactions contemplated hereby.
11.2 Without limiting the provisions of Clauses 7.1 and 7.2 hereof, the Purchaser will, from and after the Closing Date, pay as and when same become due and payable all debts and liabilities of the Business and punctually observe and perform all obligations to be performed in respect of the Business after the date hereof unless such debts and liabilities were incurred on a basis which makes any representation of the Vendor materially untrue or inaccurate. The Purchaser will indemnify and save harmless the Vendor from and against:
(a) The Purchaser acknowledges all claims, actions, suits, proceedings, demands, assessments, judgments, charges, penalties, costs, and understands that expenses (including the Shares full amount of any legal expenses invoiced to the Vendor) which arise or are "restricted securities" made or claimed against or suffered or incurred by the Vendor as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration a result of the Shares under the Securities ActPurchaser's failure to so pay, observe, or (b) pursuant perform including, without limitation, the Purchaser's failure to an available exemption from the registration requirements pay, satisfy, discharge, perform or fulfill any of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard Assumed Indebtedness or other obligations to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if assumed by the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).hereunder;
(b) If at any time or from time to time after the Effective Date, the Company notifies breach by the Purchaser of or any inaccuracy of any representation or warranty contained in writing that the Registration Statement this Agreement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any agreement, instrument, certificate or other transaction involving or relating to the Shares (other than purchases of Shares document delivered pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.hereto;
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on breach or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held nonperformance by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required any covenant to be disclosed performed by it that is contained in the Registration Statement) and executing and returning all documents reasonably requested this Agreement or in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statementany agreement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementcertificate or other document delivered pursuant hereto.
Appears in 1 contract
Covenants of the Purchaser. (a) The Purchaser acknowledges and understands that the Shares are "restricted securities" as defined in Rule 144. 11.1 The Purchaser hereby agrees not to offer or sell (take all such reasonable actions as such terms are defined within its reasonable power to control so as to ensure the satisfaction of the conditions set forth in section 9.1 hereof.
11.2 Subject to and conditional upon the Securities Act representations and warranties of the rules Vendors and regulations promulgated thereunder) any Shares unless such offer or sale is made Quarry being true and correct, the Purchaser covenants and agrees to do one of the following: (a) pursuant present to Quarry an effective registration of experienced, previously successful management team for Quarry, subject to the Shares under the Securities ActVendors' consent, such consent not to be unreasonably withheld; or (b) pursuant to an available exemption from the registration requirements make, within 60 days of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard Closing Date, an offer to acquire all of the Quarry Shares owned by all of the shareholders of Quarry, other than in compliance with the Securities Act. A proposed transfer shall Purchaser, at a price per share of not less than the Purchase Price (the "Follow-Up Offer"), such Follow-Up Offer to be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company carried out by way of a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to take-over bid, an amalgamation proposal or such other transaction proposal determined by the Purchaser to be appropriate; or (c) subscribe, within 90 days of the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Closing Date, to a material private placement of Quarry Shares at a subscription price per share of not less than the Company notifies Purchase Price. In the event the Purchaser in writing that makes the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements thereinFollow-Up Offer, in light each of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating Vendors hereby covenants and agrees to tender pursuant to the Follow-Up Offer all of the Quarry Shares (other than purchases of Shares pursuant to this Agreement)owned by, from or issuable to, such Vendor at the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective postFollow-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration StatementUp Offer or, if applicable, to vote such Quarry Shares in accordance with current Commission policy and, if necessary, to join in the request favour of the Company for transaction proposed by the acceleration of Purchaser under the effectiveness of the Registration StatementFollow-Up Offer.
Appears in 1 contract
Covenants of the Purchaser. The Purchaser hereby covenants that:
(a) The if the sale and purchase of the Purchased Shares is not completed, the Purchaser acknowledges shall not, directly or indirectly:
(i) use for its own purposes any confidential information, trade secrets or confidential data relating to the Corporation or its business discovered or acquired by it or its representatives as a result of the Corporation making available to it and understands its representatives any books, accounts, records, other data and information relating to the Corporation; or
(ii) disclose, divulge or communicate orally, in writing or otherwise any such confidential information, trade secrets or confidential data so discovered or acquired to any other person, firm or corporation;
(b) the Purchaser shall cooperate fully in good faith with the Shareholders and their legal counsel in connection with any steps required to be taken as part of their respective obligations under this Agreement;
(c) with a view to making available to the Shareholders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Shareholders to sell the Consideration Shares to the public without registration, the Purchaser will take all further action as Shareholders may reasonably request, all to the extent required from time to time to enable Shareholders to sell the Consideration Shares held by it without registration under the 1933 Act within the limitation of the exemption from registration provided by Rule 144. In furtherance thereof, the Purchaser shall do all of the following:
(i) make and keep public information available, as those terms are "restricted securities" as understood and defined in Rule 144. The Purchaser hereby agrees not ;
(ii) take such action, including compliance with the reporting requirements of section 13 or 15(d) of the 1934 Act, as is necessary to offer or sell enable the Shareholders to utilize Rule 144;
(as such terms are defined iii) file with the SEC in a timely manner all reports and other documents required to be filed under the Securities Act 1933 Act, the 1934 Act, and the rules and regulations promulgated adopted by the SEC thereunder; and
(iv) furnish to the Shareholders forthwith upon written request:
(A) a written statement by the Purchaser as to its compliance with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements);
(B) a copy of the most recent annual or quarterly report of the Purchaser and such other reports and documents so filed by the Purchaser;
(C) an opinion of the Purchaser’s counsel that the Consideration Shares unless such offer or sale is made (a) pursuant to may be resold in the absence of an effective registration of the Shares thereof under the Securities Act, or (b) 1933 Act pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Rule 144; and
(bD) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any such other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company documents as may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with availing the registration and sale Shareholders of any rule or regulation of the Shares. The Purchaser hereby consents to be named as an underwriter in SEC that permits the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request selling of the Company for the acceleration of the effectiveness of the Registration StatementConsideration Shares without registration.
Appears in 1 contract
Covenants of the Purchaser. The Purchaser covenants and agrees with each of the Shareholders and Silver Hammer that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII, subject to Section 9.02, it will:
(a) The Purchaser acknowledges in a timely and understands that expeditious manner:
(i) file and/or deliver any document or documents as may be required in order for the Shares are "restricted securities" Transaction as defined in Rule 144. The Purchaser hereby agrees not contemplated herein to offer be effective; and
(ii) file and/or deliver any document or sell (as such terms are defined in the Securities Act and documents required pursuant to applicable laws and/or the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration policies of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage CSE in hedging transactions with regard to the Shares other than in compliance connection with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if Transaction as contemplated herein after the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Closing;
(b) If at not solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any time non-public information or from time entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to time after lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Effective DateTransaction, and without limiting the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light generality of the circumstances under which they are madeforegoing, not misleadingto induce or attempt to induce any other person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of the Securities Act (British Columbia), for securities or assets of the Purchaser, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event the Purchaser, including any of its officers or directors, receives any form of offer or inquiry, the Purchaser shall not forthwith (in any event within one business day following receipt) notify Silver Hammer of such offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice inquiry and provide Silver Hammer with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.details as it may request;
(c) In connection with the sale to make available and afford Silver Hammer and its authorized representatives and, if requested by Silver Hammer, provide a copy of any Shares pursuant all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to the Registration StatementPurchaser. The Purchaser will afford Silver Hammer and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Purchaser’s property, assets, undertaking, records and documents. At the request of Silver Hammer, the Purchaser shall deliver will execute or cause to the purchaser thereof the prospectus forming a part be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Registration Statement Purchaser’s business and any of its property or to enable Silver Hammer or its authorized representatives to obtain full access to all relevant supplements thereto which have been provided by files and records relating to any of the Company to assets of the Purchaser maintained by governmental or other public authorities. The obligations in this Section 6.02(c) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained, provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or prior to on behalf of Silver Hammer under this Section 6.02(c) will not mitigate or otherwise affect the applicable delivery date, all in accordance with the requirements representations and warranties of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.Purchaser hereunder;
(d) The Company may refuse except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to register a third party for which a waiver cannot be obtained (provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis), furnish promptly to Silver Hammer (on behalf of itself and the Shareholders) a copy of each notice, report, schedule or permit its transfer agent to register) any transfer of any Shares not made other document or communication delivered, filed or received by the Purchaser in accordance connection with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect or related to the Shares.Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(e) The Purchaser will cooperate with use commercially reasonable efforts to satisfy (or cause the Company satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all respects other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:
(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases, licenses, agreements and other Contracts, as applicable;
(ii) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the performance Transaction and participate and appear in any proceedings of either the Purchaser or Silver Hammer before any Governmental Authority to the extent permitted by such authorities; and
(iii) fulfill all conditions and satisfy all provisions of this Agreement and the Company Transaction;
(f) subject to Applicable Laws or as authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(g) except as may be necessary or desirable in order to effect the Transaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement;
(h) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its obligations representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the foregoing, it will not:
(i) make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to or for the benefit of its shareholders;
(ii) increase or decrease its paid-up capital or purchase or redeem any shares except pursuant to the Concurrent Financing; or
(iii) issue or enter into any commitment to issue any of its shares or securities convertible into, or rights, warrants or options to acquire, any such shares, except pursuant to the Concurrent Financing;
(i) take all necessary corporate action and proceedings to approve and authorize the issuance of the Payment Shares to the Shareholders;
(j) take all necessary corporate action and proceedings to approve and authorize the Concurrent Financing and the issuance of the securities under Section 7.1the Concurrent Financing;
(k) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Shareholders, in each case, on a basis exempt from the prospectus requirements of the applicable Securities Laws of the provinces of Canada in which the Shareholders are resident; and
(l) not to authorize, sell or issue, or negotiate or enter into an agreement to sell or issue, any securities of the Purchaser (including timely supplying all information reasonably requested by the Company (which shall include all information regarding those that are convertible or exchangeable into securities of the Purchaser), and any person who beneficially owns Shares held by other than as contemplated under this Agreement (including the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale issuance of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Financing Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement).
Appears in 1 contract
Samples: Share Exchange Agreement
Covenants of the Purchaser. The Purchaser covenants and agrees with each of the Securityholders and Pharmather that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VIII, subject to Section 10.02, it will:
(a) The Purchaser acknowledges in a timely and understands expeditious manner, file and/or deliver any document or documents as may be required in order for the Transaction as contemplated herein to be effective;
(b) ensure that the Shares are "restricted securities" Non-Offering Prospectus does not contain a misrepresentation as defined it relates to the Purchaser, including in Rule 144respect of its assets, liabilities, operations, business and properties, if applicable;
(c) not solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of the Securities Act (British Columbia), for securities or assets of the Purchaser, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event the Purchaser, including any of its officers or directors, receives any form of offer or inquiry, the Purchaser shall forthwith (in any event within one business day following receipt) notify Pharmather of such offer or inquiry and provide Pharmather with such details as it may request
(d) to make available and afford Pharmather and its authorized representatives and, if requested by Pharmather, provide a copy of all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to the Purchaser. The Purchaser hereby agrees will afford Pharmather and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Purchaser’s property, assets, undertaking, records and documents. At the request of Pharmather, the Purchaser will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Purchaser’s business and any of its property or to enable Pharmather or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Purchaser maintained by governmental or other public authorities. The obligations in this Section 7.02(d) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to offer a third party for which a waiver cannot be obtained, provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or sell on behalf of Pharmather under this Section 7.02(d) will not mitigate or otherwise affect the representations and warranties of the Purchaser hereunder;
(e) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis), furnish promptly to Pharmather (on behalf of itself and the Securityholders) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(f) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:
(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases, licenses, agreements and other Contracts, as applicable;
(ii) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either the Purchaser or Pharmather before any Governmental Authority to the extent permitted by such terms are defined authorities; and
(iii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;
(g) subject to Applicable Laws or as authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(h) conduct and operate its business and affairs only in the Securities Act ordinary course consistent with past practice and use commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other persons;
(i) except as may be necessary or desirable in order to effect the Transaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement;
(j) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the foregoing, it will not:
(i) make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to or for the benefit of its shareholders;
(ii) increase or decrease its paid-up capital or purchase or redeem any shares except upon the exercise of share purchase warrants or options or conversion of convertible securities of the Purchaser outstanding as of the date hereof;
(iii) issue or enter into any commitment to issue any of its shares or securities convertible into, or rights, warrants or options to acquire, any such shares, except upon the exercise of share purchase warrants or options or conversion of convertible securities of the Purchaser outstanding as of the date hereof; or
(iv) authorize, sell or issue, or negotiate or enter into an agreement to sell or issue, any securities of the Purchaser (including those that are convertible or exchangeable into securities of the Purchaser), other than as contemplated under this Agreement or pursuant to the exercise or conversion of share purchase warrants, options or convertible securities of the Purchaser outstanding as of the date hereof;
(k) take all necessary corporate action and proceedings to approve and authorize the issuance of the Payment Shares to the Shareholders; and
(l) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Shareholders and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant Replacement Warrants to an effective registration of the Shares under the Securities ActWarrantholders, or (b) pursuant to an available exemption in each case, on a basis exempt from the prospectus and registration requirements of the applicable Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light Laws of the circumstances under provinces of Canada in which they the Shareholders and Warrantholders are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofresident.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 1 contract
Samples: Share Exchange Agreement
Covenants of the Purchaser. (a) The In addition to the other indemnities provided by the Purchaser acknowledges herein, the Purchaser shall indemnify, save, hold harmless, discharge and understands that release the Shares are Vendor and Warrantor from and against any and all Claims arising from or based on:
(i) subject to subsection 3.4(a), any inaccuracy in any representation or warranty made by the Purchaser in this Agreement or any other agreement to be entered into in connection with the transactions contemplated hereby or any certificates delivered or to be delivered by or on behalf of the Purchaser pursuant to the terms of this Agreement (collectively, the "restricted securities" as defined Purchaser's Documents");
(ii) any breach of any covenant of the Purchaser set forth in Rule 144. The Purchaser hereby agrees not to offer this Agreement or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunderPurchaser's Documents;
(iii) any Shares unless such offer and all actions, suits, claims demands, debts, liabilities, obligations, losses, damages, costs and expenses, including reasonable legal fees and court costs, arising out of or sale is made (a) pursuant to an effective registration caused by, directly or indirectly, Purchaser's operation of the Shares Business from and after the Time of Closing; and
(iv) any liability under any new contracts entered into after the Effective Date by Vendor at the verbal or written request of Purchaser (such contracts to be held in trust by Vendor in accordance with Section 4.5 hereof).
(v) any liability under the Securities Act, or (b) pursuant to an available exemption from Leases arising out of defaults occurring under the registration requirements of Leases after the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)Effective Date.
(b) If at any time or from time to time after The Purchaser will ensure that the Effective Date, the Company notifies representations and warranties of the Purchaser in writing are true and correct at the Time of Closing and that the Registration Statement or conditions of closing for the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light benefit of the circumstances under which they are made, not misleading, Vendor have been performed or complied with by the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases Time of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofClosing.
(c) In connection The following limitation will apply with regard to the sale Claims for which the Purchaser would otherwise have indemnification obligations under this Agreement: except as otherwise specified herein, the indemnities set forth in this Agreement shall not apply until the aggregate of all Claims total more than One Hundred Fifty Thousand Dollars ($150,000), in which event the indemnities under this Agreement shall apply to all Claims brought under this Agreement and not only those Claims which in the aggregate are in excess of One Hundred Fifty Thousand Dollars ($150,000). Notwithstanding the foregoing, the limitation set out above does not apply to Claims of any Shares pursuant amount arising (i) under Section 2.4 hereof (ii) from fraud, fraudulent misrepresentation and fundamental breach, (iii) from Claims relating to the Registration Statement, performance bonds or the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky lawsLeases.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with indemnify and save harmless the Company Vendor from and against all Claims for any commission or other remuneration payable or alleged to be payable to any person in all respects respect of the sale and purchase of the Assets, whether such person purports to act or have acted for the Purchaser in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration StatementAssets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cass Information Systems Inc)
Covenants of the Purchaser. (a) The Purchaser acknowledges agrees to comply in all material respects with all federal and understands that state securities laws and the rules and regulations promulgated thereunder in connection with any sale by it of the Shares, whether or not such sale is pursuant to the Registration Statement. In connection with the sale of any Shares pursuant to the Registration Statement, but without limiting the generality of the foregoing sentence, the Purchaser shall (i) comply with the provisions of Regulation M promulgated under the Exchange Act, and (ii) deliver to the purchaser of Shares the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date.
(b) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 3.01(a), including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares are "restricted securities" as defined required to be disclosed in Rule 144the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby agrees not consents to offer be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
(c) Neither the Purchaser nor any entity controlling it, under its control or sell (under common control with it has, prior to the execution of this Agreement, and will not, for a period of 18 months following the execution of this Agreement, carry a net short position in the Common Stock of the Company, participate in any short selling activities, recommendations, or collusion, directly or indirectly, as such terms are defined activities relate to the Common Stock. A net short position will include any derivative instruments such as a put option, collar, swap or any other instrument which would result in a net short position.
(d) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder) thereunder and any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)applicable blue sky laws.
(be) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(cf) In connection with The Purchaser acknowledges and understands that the sale of any Shares pursuant are (or upon the issuance thereof will be) "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on offer or prior to the applicable delivery date, all sell (as such terms are defined in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to registerthereunder) any Shares, unless such offer or sale is made (a) pursuant to an effective registration of such securities under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer of any Shares not made in accordance shall be deemed to comply with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect 3.02(f) if the Purchaser delivers to the Shares.
(e) The Purchaser will cooperate with Company a legal opinion in form and substance reasonably satisfactory to the Company in all respects in connection with the performance by from counsel reasonably satisfactory to the Company of its obligations under to the effect that such transfer complies with this Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement3.02(f).
Appears in 1 contract
Samples: Securities Purchase Agreement (Perfisans Holdings Inc)
Covenants of the Purchaser. (a) The Purchaser acknowledges covenants and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage notify Broker in hedging transactions with regard writing immediately upon the earlier to occur of (i) any purchases made during the Shares Plan Period by or on behalf of the Purchaser, the Issuer and any of their Affiliated Purchaser(s) other than in compliance with the Securities Act. A proposed transfer shall be deemed pursuant to comply with this Section 7.2(a) Purchase Plan, if the Purchaser delivers has become aware of such purchase or (ii) the Purchaser’s, the Issuer’s or any of their Affiliated Purchaser(s)’ intent to make any such purchases, if the Purchaser has become aware of such intent with respect to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(aIssuer or any Affiliated Purchaser(s).
(b) If at The Purchaser covenants and agrees that it will notify Bxxxxx in writing as soon as practicable if any time or from time to time after of the Effective Date, following occurs:
(i) the Company notifies Issuer and/or the Purchaser in writing that becomes subject to a restricted period under Section 102 of Regulation M under the Registration Statement Exchange Act;
(ii) the Issuer has publicly announced a merger, acquisition or similar transaction involving a recapitalization, and the prospectus forming a part thereof consideration during such transaction is not solely cash;
(taking into account any prior amendments iii) the Issuer or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving person publicly announces a tender or relating exchange offer with respect to the Shares (or a merger, acquisition, reorganization, recapitalization or other than purchases of Shares pursuant to this Agreement), from the time similar business combination or transaction as a result of the giving consummation of notice which the Common Stock would be exchanged or converted into cash, securities or other property;
(iv) the authorization referred to in Section 5(c) is rescinded or is modified in a manner such that authorization for this Purchase Plan is withdrawn;
(v) the Issuer or the Purchaser commences any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official, in each case with respect to such untrue statement the Issuer or omission until the Purchaser, or if the Issuer or the Purchaser receives written notice from has taken any corporate action to authorize or commence any of the Company foregoing;
(vi) the Purchaser becomes aware of any other circumstance that such untrue statement would cause any purchase of Shares under this Purchase Plan not to comply with Rule 10b5-1, Rule 10b-18 or omission no longer exists any other applicable law or has been corrected other legal requirement; or
(vii) the Purchaser becomes aware of any subsequent legal or disclosed in an effective post-effective amendment to contractual restrictions affecting the Registration Statement execution or a valid prospectus supplement to performance of the prospectus forming a part thereofPurchase Plan by Bxxxxx, the Issuer or the Purchaser.
(c) In connection with The Purchaser covenants and agrees that it will not attempt to exercise any authority, influence or control over any purchase of Shares effectuated by Broker under this Purchase Plan for the sale duration of any Shares pursuant the Plan Period, nor will the Purchaser communicate information relating to the Registration Statement, Common Stock or the Purchaser shall deliver Issuer to Broker or any affiliate or employee of Broker who is responsible for purchasing Shares hereunder and during the purchaser thereof time the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all Purchase Plan is in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky lawseffect.
(d) The Company may refuse Purchaser covenants and agrees that it will not take any action that would cause any purchase of Shares under this Purchase Plan not to register (comply with Rule 10b5-1, Rule 10b-18 or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Sharesother applicable law.
(e) The Purchaser covenants and agrees that Broker will cooperate with be the Company in all respects in connection with the performance by the Company exclusive agent of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by to the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange ActPurchaser’s knowledge, and the proposed manner of sale of the Issuer and their Affiliated Purchaser(s) for the purchase of Shares required to be disclosed and any other purchase program in the Registration Statement) and executing and returning all documents reasonably requested in connection with Common Stock for the registration and sale duration of the Plan Period.
(f) The Purchaser shall not, without two Business Days’ prior notice to Broker or the written consent of the Broker, during the Plan Period, directly or indirectly (including, without limitation, by means of a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, any Shares, or any security convertible into or exchangeable for Shares. The Purchaser hereby consents covenants and agrees not to be named enter into or alter any corresponding transaction or hedging transaction with respect to any Shares during the Plan Period.
(g) The Purchaser acknowledges and agrees that the Purchase Plan is a “securities contract,” as an underwriter such term is defined in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request Section 741(7) of Title 11 of the Company for United States Code, as it may be amended (the acceleration “Bankruptcy Code”), entitled to all of the effectiveness protections given such contracts under the Bankruptcy Code.
(h) The Purchaser shall promptly provide Broker with trade reporting and security delivery instructions for use in connection with trade reporting and account statements as well as the delivery of the Registration StatementShares purchased by Broker hereunder.
Appears in 1 contract
Samples: Stock Purchase Plan (Macquarie Infrastructure Management (USA) INC)
Covenants of the Purchaser. 7.1 Conduct of the Business. The Purchaser covenants and agrees that, from the date hereof through the Closing Date, except (i) in the context of an unsolicited, bona fide written proposal for a superior transaction or consummation of a superior transaction, (ii) as otherwise set forth in this Agreement or (iii) with the prior written consent of the Vendors, it shall:
(a) The Purchaser acknowledges and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined conduct its business only in the Securities Act ordinary course and in a manner consistent with the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant current practice of their business to an effective registration preserve substantially intact the business organization of the Shares under Purchaser, to preserve the Securities Act, or (b) pursuant to an available exemption from the registration requirements current relationships of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares customers and other than in compliance persons with the Securities Act. A proposed transfer shall be deemed which they have had significant business relations and to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).all Laws;
(b) If at not pledge, sell, transfer, dispose or otherwise encumber or grant any time rights or from time interests to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account others of any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice kind with respect to such untrue statement all or omission until any part of the Purchaser receives written notice from capital securities of the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.Purchaser;
(c) In connection with the sale not pledge, sell, lease, transfer, dispose of or otherwise encumber any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part property or assets of the Registration Statement Purchaser, other than consistent with past practices and all relevant supplements thereto which have been provided by in the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements ordinary course of business of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.Purchaser;
(d) The Company may refuse to register not issue any shares of capital stock of the Purchaser or any other class of securities, whether debt (other than debt incurred in the ordinary course of business and consistent with past practice) or permit its transfer agent to register) equity, of the Purchaser or any transfer options therefore or any securities convertible into or exchangeable for capital stock of the Purchaser or enter into any Shares not made agreements in accordance with this Section 7.2 and for respect of the ownership or control of such purpose may place stop order instructions with its transfer agent with respect to the Shares.capital stock;
(e) The not declare any dividend or make any distribution in cash, securities or otherwise on the outstanding shares of capital stock of the Purchaser will cooperate or directly or indirectly redeem, purchase or in any other manner whatsoever advance, transfer (other than in payment for goods received or services rendered in the ordinary course of business), or distribute to any of their affiliates or otherwise withdraw cash or cash equivalents in any manner inconsistent with the Company in all respects in connection with the performance by the Company established cash management practices, except to pay existing indebtedness of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser;
(f) not make, agree to make or announce any general wage or salary increase or enter into any employment contract or, unless provided for on or before the date of this Agreement, increase the compensation payable or to become payable to any officer or employee of the Purchaser or adopt or increase the benefits of any bonus, insurance, pension or other employee benefit plan, payment or arrangement, except for those increases, consistent with past practices, normally occurring as the result of regularly scheduled salary reviews and increases, and any person who beneficially owns Shares held by except for increases directly or indirectly required as a result of changes in applicable law or regulations;
(g) except as set forth in Schedule 7.1(g), not amend the Purchaser within the meaning Certificate of Rule 13d-3 promulgated under the Exchange Act, Incorporation or By-laws or Memorandum and the proposed manner Articles of sale Association (or other organizational documents) of the Shares required to be disclosed in Purchaser;
(h) not merge or consolidate with, or acquire all or substantially all the Registration Statementassets of, or otherwise acquire any business operations of, any Person;
(i) and executing and returning all documents reasonably requested in connection with not make any payments outside the registration and sale ordinary course of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statementbusiness; and
(j) not make any capital expenditures, if applicable, except in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementprudent business and operational practices consistent with prior practice.
Appears in 1 contract
Samples: Sale and Purchase Agreement (China Unistone Acquisition CORP)
Covenants of the Purchaser. The Purchaser covenants and agrees with the Shareholders and Canuck that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII it will:
(a) The Purchaser acknowledges in a timely and understands that expeditious manner:
(i) file and/or deliver any document or documents as may be required in order for the Shares are "restricted securities" Transaction as defined contemplated herein to be effective; and
(ii) file and/or deliver any document or documents required pursuant to Applicable Laws and/or the rules and policies of the CSE in Rule 144connection with the Transaction as contemplated herein after the Closing;
(b) to make available and afford Canuck and its authorized representatives and, if requested by Xxxxxx, provide a copy of all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to the Purchaser. The Purchaser hereby agrees will afford Canuck and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Purchaser’s property, assets, undertaking, records and documents. At the request of Xxxxxx, the Purchaser will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Purchaser’s business and any of its property or to enable Canuck or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Purchaser maintained by governmental or other public authorities. The obligations in this Section 6.02(b) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to offer a third party for which a waiver cannot be obtained, provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or sell on behalf of Canuck under this Section 6.02(b) will not mitigate or otherwise affect the representations and warranties of the Purchaser hereunder;
(c) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis), furnish promptly to Canuck (on behalf of the Shareholders) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under Applicable Laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(d) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Applicable Laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:
(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases, licenses, agreements and other contracts, as applicable;
(ii) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either the Purchaser or Canuck before any Governmental Authority to the extent permitted by such terms are defined in the Securities Act authorities; and
(iii) fulfill all conditions and satisfy all provisions of this Agreement and the rules and regulations promulgated thereunderTransaction;
(e) subject to Applicable Laws, not take any Shares unless such offer action, refrain from taking any action, or sale is made (a) pursuant permit any action to an effective registration be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(f) except as may be necessary or desirable in order to effect the Transaction as contemplated hereunder, not alter or amend its constating documents as the same exist at the date of this Agreement;
(g) take all necessary corporate action and proceedings to approve and authorize the issuance of the Consideration Shares under to the Securities ActShareholders;
(h) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or (b) pursuant that are required in connection with, the issuance of the Consideration Shares to an available exemption the Shareholders on a basis exempt from the prospectus and registration requirements of the applicable Securities Act. The Purchaser agrees that it will not engage Laws of the provinces of Canada in hedging transactions with regard to which the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Shareholders are resident; and
(bi) If at any time or from time use its commercially reasonable efforts to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming maintain its status as a part thereof “reporting issuer” (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances as defined under which they are madeapplicable securities legislation), not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements default of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer Laws of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale each of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale Provinces of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration StatementCanada.
Appears in 1 contract
Samples: Share Exchange Agreement
Covenants of the Purchaser. The Purchaser covenants and agrees with the Vendor as follows:
(a) The until the Closing Date, the Purchaser acknowledges will not perform any act or enter into any transaction or negotiation which interferes or is inconsistent with the completion of the transactions contemplated herein or would render inaccurate in any material way any of the representations and understands that the Shares are "restricted securities" warranties set forth in section 5.5 as defined in Rule 144. The Purchaser hereby agrees not if such representations and warranties were made at a date subsequent to offer such act, transaction or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares negotiation unless such offer transactions or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance negotiations are entered into with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if consent of Calibre LLC, the Purchaser delivers to the Company a legal opinion in form Members and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Xxxxxxxxx;
(b) If at any time or from time to time forthwith after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement execution and delivery of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingthis Agreement, the Purchaser shall not offer or sell any Shares or engage will take such steps and proceedings in any good faith as may be reasonably required to obtain all consents, approvals, waivers (including preferential rights) and agreements of all other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until parties and Governmental Authorities which are required for the Purchaser receives written notice from to complete the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.transactions contemplated herein;
(c) In connection with the sale Purchaser will promptly apply for and diligently seek approval of any Shares pursuant the Exchange for the transactions contemplated herein;
(d) the Purchaser will, subject to the Registration Statementterms of this Agreement, pay the MP Purchase Price to the Members, the Purchaser shall deliver TP Purchase Price to Xxxxxxxxx and issue the purchaser thereof the prospectus forming a part of the Registration Statement Purchaser's Shares to Calibre LLC as fully paid and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all non-assessable shares in accordance with the requirements terms of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.Agreement;
(e) The the Purchaser will cooperate in good faith make reasonable efforts to cause all the conditions precedent on its part to be performed, as set out in sections 7.3 and 7.5, to be complied with on or before the Company Closing Date;
(f) as soon as reasonably possible after the Purchaser has determined that a state of facts exists which results in all respects or will result in connection with the performance non-fulfilment of any of the material conditions precedent set forth in sections 7.3 or 7.5, the Purchaser will notify Calibre LLC, the Members and Xxxxxxxxx of such state of facts; and
(g) provided the conditions set forth in sections 7.3 and 7.5 have been satisfied or waived by the Company of its obligations under Section 7.1Closing Date, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, will execute and the proposed manner of sale of the Shares deliver all such documents and certificates required to be disclosed in carry out the Registration Statement) and executing and returning all documents reasonably requested in connection with transactions contemplated herein to which the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementis a party.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Benz Energy LTD /Can/)
Covenants of the Purchaser. (a) The Purchaser acknowledges agrees to comply in all material respects with all federal and understands that state securities laws and the rules and regulations promulgated thereunder in connection with any sale by it of the Shares, whether or not such sale is pursuant to the Registration Statement. In connection with the sale of any Shares pursuant to the Registration Statement, but without limiting the generality of the foregoing sentence, the Purchaser shall (i) comply with the provisions of Regulation M promulgated under the Exchange Act, and (ii) deliver to the purchaser of Shares the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date.
(b) The Purchaser will cooperate with the Company in all material respects in connection with the performance by the Company of its obligations under Section 3.01(a), including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares are "restricted securities" as defined required to be disclosed in Rule 144the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby agrees not consents to offer be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
(c) Neither the Purchaser nor any entity controlling it, under its control or sell (under common control with it has, prior to the execution of this Agreement, and will not, for a period of 18 months following the execution of this Agreement, carry a net short position in the Common Stock of the Company, participate in any short selling activities, recommendations, or collusion, directly or indirectly, as such terms are defined activities relate to the Common Stock. A net short position will include any derivative instruments such as a put option, collar, swap or any other instrument which would result in a net short position.
(d) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder) thereunder and any Shares unless applicable blue sky laws. Unless such offer untrue statement or sale is made (a) pursuant omission relates to an effective registration of the Shares under the Securities Acta Blackout Event, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to shall file a post-effective amendment or prospectus supplement as promptly as practicable, but in no event later than five Business Days following the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that discovery of such transfer complies with this Section 7.2(a)untrue statement or omission.
(be) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(cf) In connection with The Purchaser acknowledges and understands that the sale of any Shares pursuant are (or upon the issuance thereof will be) "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on offer or prior to the applicable delivery date, all sell (as such terms are defined in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to registerthereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of such securities under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer of any Shares not made in accordance shall be deemed to comply with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect 3.02(f) if the Purchaser delivers to the Shares.
(e) The Purchaser will cooperate with Company a legal opinion in form and substance reasonably satisfactory to the Company in all respects in connection with the performance by from counsel reasonably satisfactory to the Company of its obligations under to the effect that such transfer complies with this Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement3.02(f).
Appears in 1 contract
Covenants of the Purchaser. (a) The Purchaser acknowledges agrees to comply in all material respects with all federal and understands that state securities laws and the rules and regulations promulgated thereunder in connection with any sale by it of the Shares, the Warrants and the Warrant Shares, whether or not such sale is pursuant to the Registration Statement. In connection with the sale of any Shares pursuant to the Registration Statement, but without limiting the generality of the foregoing sentence, the Purchaser shall (i) comply with the provisions of Regulation M promulgated under the Exchange Act, and (ii) deliver to the purchaser of Shares the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date.
(b) The Purchaser will cooperate with the Company in all material respects in connection with the performance by the Company of its obligations under the Registration Rights Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares are "restricted securities" as defined required to be disclosed in Rule 144the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby agrees not consents to offer be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
(c) Neither the Purchaser nor any entity controlling it, under its control or sell (under common control with it has, prior to the execution of this Agreement, and will not, for a period of 18 months following the execution of this Agreement, carry a net short position in the Common Stock of the Company, participate in any short selling activities, recommendations, or collusion, directly or indirectly, as such terms are defined activities relate to the Common Stock. A net short position will include any derivative instruments such as a put option, collar, swap or any other instrument which would result in a net short position.
(d) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder) thereunder and any Shares unless applicable blue sky laws. Unless such offer untrue statement or sale is made omission relates to a Blackout Event (a) pursuant to an effective registration of as defined in the Shares under the Securities ActRegistration Rights Agreement), or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company shall file a legal opinion post-effective amendment or prospectus supplement as promptly as practicable, but in form and substance satisfactory to no event later than five (5) Business Days following the Purchaser from counsel satisfactory to the Purchaser to the effect that discovery of such transfer complies with this Section 7.2(a)untrue statement or omission.
(be) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(cf) In connection with The Purchaser acknowledges and understands that the sale of any Shares pursuant to the Registration StatementShares, the Warrants, and the Warrant Shares are (or upon the issuance thereof will be) "restricted securities" as defined in Rule 144. The Purchaser shall deliver hereby agrees not to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on offer or prior to the applicable delivery date, all sell (as such terms are defined in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to registerthereunder) any Shares, Warrants, or Warrant Shares unless such offer or sale is made (a) pursuant to an effective registration of such securities under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. A proposed transfer of any Shares not made in accordance shall be deemed to comply with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect 3.02(f) if the Purchaser delivers to the Shares.
(e) The Purchaser will cooperate with Company a legal opinion in form and substance reasonably satisfactory to the Company in all respects in connection with the performance by from counsel reasonably satisfactory to the Company of its obligations under to the effect that such transfer complies with this Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement3.02(f).
Appears in 1 contract
Covenants of the Purchaser. (a) The Purchaser acknowledges and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the sale or the resale of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof. Notwithstanding the foregoing, such period during which the Purchaser is restricted from selling Shares pursuant to the Registration Statement shall not continue for more than 30 days and not more frequently than twice annually.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission SEC policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 1 contract
Covenants of the Purchaser. The Purchaser covenants and agrees with each of the Shareholders and Global shopCBD that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII, subject to Section 9.02, it will:
(a) The in a timely and expeditious manner:
(i) file and/or deliver any document or documents as may be required in order for the Transaction as contemplated herein to be effective; and
(ii) file and/or deliver any document or documents required pursuant to applicable laws and/or the rules and policies of the CSE in connection with the Transaction as contemplated herein after the Closing;
(b) not solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of the Securities Act (British Columbia), for securities or assets of the Purchaser, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event the Purchaser, including any of its officers or directors, receives any form of offer or inquiry, the Purchaser acknowledges shall forthwith (in any event within one business day following receipt) notify Global shopCBD of such offer or inquiry and understands that provide Global shopCBD with such details as it may request;
(c) to make available and afford Global shopCBD and its authorized representatives and, if requested by Global shopCBD, provide a copy of all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to the Shares are "restricted securities" as defined in Rule 144Purchaser. The Purchaser hereby agrees will afford Global shopCBD and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Purchaser’s property, assets, undertaking, records and documents. At the request of Global shopCBD, the Purchaser will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Purchaser’s business and any of its property or to enable Global shopCBD or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Purchaser maintained by governmental or other public authorities. The obligations in this Section 6.02(c) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to offer a third party for which a waiver cannot be obtained, provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or sell on behalf of Global shopCBD under this Section 6.02(c) will not mitigate or otherwise affect the representations and warranties of the Purchaser hereunder;
(as d) to the extent necessary, make an application to the CSE and diligently pursue the approval of the Transaction (including the obligation of the Purchaser to issue the Payment Shares);
(e) except for non-substantive communications, and provided that such terms are defined disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Securities Act Purchaser will be required to disclose that information has been withheld on this basis), furnish promptly to Global shopCBD (on behalf of itself and the rules Shareholders) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under applicable laws and regulations promulgated thereunderany dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(f) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:
(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases, licenses, agreements and other Contracts, as applicable;
(ii) effect all necessary registrations and filings and submissions of information requested by any Shares unless Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either the Purchaser or Global shopCBD before any Governmental Authority to the extent permitted by such offer authorities; and
(iii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;
(g) subject to Applicable Laws or sale is made (a) pursuant as authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to an effective registration be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Shares under Transaction;
(h) except as may be necessary or desirable in order to effect the Securities ActTransaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement;
(i) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the foregoing, it will not make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to or for the benefit of its shareholders;
(bj) pursuant take all necessary corporate action and proceedings to an available exemption approve and authorize the issuance of the Payment Shares to the Shareholders; and
(k) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Shareholders on a basis exempt from the prospectus and registration requirements of the applicable Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light Laws of the circumstances under provinces of Canada in which they the Shareholders are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofresident.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 1 contract
Samples: Share Exchange Agreement
Covenants of the Purchaser. The Purchaser covenants and agrees with each of the Securityholders and Purpose ESG that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII, subject to Section 9.02, it will:
(a) The Purchaser acknowledges in a timely and understands that expeditious manner:
(i) file and/or deliver any document or documents as may be required in order for the Shares are "restricted securities" Transaction as defined in Rule 144. The Purchaser hereby agrees not contemplated herein to offer be effective; and
(ii) file and/or deliver any document or sell (as such terms are defined in the Securities Act and documents required pursuant to applicable laws and/or the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration policies of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage Exchange in hedging transactions with regard to the Shares other than in compliance connection with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if Transaction as contemplated herein after the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Closing;
(b) If at not solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any time non-public information or from time to time after entering into any form of agreement, arrangement or understanding) the Effective Datesubmission, the Company notifies the Purchaser in writing that the Registration Statement initiation or the prospectus forming a part thereof (taking into account continuation of any prior amendments oral or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light on closing of the circumstances under which they are madeTransaction written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction, and without limiting the generality of the foregoing, not misleadingto induce or attempt to induce any other person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of the Securities Act (British Columbia), for securities or assets of the Purchaser, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event the Purchaser, including any of its officers or directors, receives any form of offer or inquiry, the Purchaser shall not forthwith (in any event within one business day following receipt) notify Purpose ESG of such offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice inquiry and provide Purpose ESG with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.details as it may request
(c) In connection with to make available and afford the sale Purpose ESG and its authorized representatives and, if requested by Purpose ESG, provide a copy of any Shares pursuant all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to the Registration StatementPurchaser. The Purchaser will afford Purpose ESG and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Purchaser’s property, assets, undertaking, records and documents. At the request of Purpose ESG, the Purchaser shall deliver will execute or cause to the purchaser thereof the prospectus forming a part be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Registration Statement Purchaser’s business and any of its property or to enable Purpose ESG or its authorized representatives to obtain full access to all relevant supplements thereto which have been provided by files and records relating to any of the Company to assets of the Purchaser maintained by governmental or other public authorities. The obligations in this Section 6.02(c) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained, provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or prior to on behalf of Purpose ESG under this Section 6.02(c) will not mitigate or otherwise affect the applicable delivery date, all in accordance with the requirements representations and warranties of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky lawsPurchaser hereunder.
(d) The Company may refuse make application to register the Exchange and diligently pursue the approval of the Transaction (including the obligation of the Purchaser to issue the Payment Shares);
(e) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis), furnish promptly to Purpose ESG (on behalf of the Securityholders) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(f) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:
(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases, licenses, agreements and other Contracts, as applicable;
(ii) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either the Purchaser or Purpose ESG before any Governmental Authority to the extent permitted by such authorities; and
(iii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;
(g) subject to Applicable Laws, not take any action, refrain from taking any action, or permit its transfer agent any action to register) any transfer of any Shares be taken or not made in accordance taken inconsistent with this Section 7.2 Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(h) conduct and operate its business and affairs only in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other persons and, for such purpose may place stop order instructions greater certainty, other than in respect of the Financing, it will not enter into any material transaction out of the ordinary course of business consistent with its transfer agent past practice without the prior consent of Purpose ESG, and the Purchaser will keep the Purpose ESG fully informed as to the material decisions or actions required or required to be made with respect to the Shares.operation of its business, provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver could not be obtained
(ei) The except as may be necessary or desirable in order to effect the Transaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement;
(j) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the foregoing, it will not:
(i) make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to or for the benefit of its shareholders;
(ii) increase or decrease its paid-up capital or purchase or redeem any shares except upon the exercise of share purchase warrants or options or conversion of convertible securities of the Purchaser will cooperate outstanding as of the date hereof; or
(iii) issue or enter into any commitment to issue any of its shares or securities convertible into, or rights, warrants or options to acquire, any such shares, except:
(A) upon the exercise of share purchase warrants or options or conversion of convertible securities of the Purchaser outstanding as of the date hereof;
(k) take all necessary corporate action and proceedings to approve and authorize the issuance of the Payment Shares to the Shareholders;
(l) prepare and file with the Company in all respects applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with with, the performance by issuance of the Company Payment Shares to the Shareholders on a basis exempt from the prospectus and registration requirements of its obligations under Section 7.1the applicable Securities Laws of the provinces of Canada in which the Shareholders are resident; and
(m) not to authorize, sell or issue, or negotiate or enter into an agreement to sell or issue, any securities of the Purchaser (including timely supplying all information reasonably requested by the Company (which shall include all information regarding those that are convertible or exchangeable into securities of the Purchaser), and any person who beneficially owns Shares held by other than as contemplated under this Agreement or pursuant to the exercise or conversion of share purchase warrants, options or convertible securities of the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale outstanding as of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementdate hereof.
Appears in 1 contract
Samples: Securities Exchange Agreement
Covenants of the Purchaser. (a) The Purchaser acknowledges and understands that shall not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares are "restricted securities" as defined Shares, except in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in compliance with the Securities Act and the applicable rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)Commission thereunder.
(b) If at any time or from time to time after Without the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light written consent of the circumstances under which they are madeCompany, not misleadingfrom the First Closing Date until the first anniversary of the First Closing Date (the “Lock-Up Period”), the Purchaser shall not offer (i) directly or indirectly transfer, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, enter into any Shares Hedging Transaction, grant any option, right or engage in warrant for the sale of, pledge, encumber, mortgage, hypothecate or otherwise dispose of the Shares, or any other transaction involving securities convertible into or relating to exchangeable or exercisable for, or repayable with, the Shares (collectively, “Transfer”), to any third party other than purchases the Purchaser Affiliates, or (ii) enter into any swap or other agreement or any transaction that would transfer, in whole or in part, directly or indirectly, the economic consequence of ownership of the Shares to any third party other than the Purchaser Affiliates. Transfer of Shares pursuant to Purchaser Affiliates shall be permitted if such Purchaser Affiliate agrees in writing for the benefit of the Company to be bound by the terms of this Agreement), from the time of the giving of notice with respect to ; provided that no such untrue statement or omission until Transfer shall relieve the Purchaser receives written notice from or the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofGuarantor of its obligations under this Agreement.
(c) In connection with the sale of any Shares pursuant Subject to the Registration StatementSection 5.02(g) below, the Purchaser shall deliver agrees that, without the prior approval of the Company, neither the Purchaser nor any of the Purchaser Affiliates will, directly or indirectly, purchase, offer to purchase, or agree to purchase or otherwise acquire beneficial ownership (as defined in Rule 13d-3 and Rule 13d-5 under the purchaser thereof Exchange Act) of any Common Stock, or securities convertible into or exchangeable for Common Stock, that would result in the prospectus forming a Purchaser or the Purchaser Affiliates having beneficial ownership of more than 9.9% of the outstanding shares of voting stock or Common Stock of the Company nor will the Purchaser or the Purchaser Affiliates be part of any “group” (under Section 13(d) of the Registration Statement Exchange Act) having beneficial ownership of more than 9.9% of the outstanding shares of voting stock or Common Stock of the Company (for the avoidance of doubt, for purposes of calculating the beneficial ownership of the Purchaser and all relevant supplements thereto which have been provided the Purchaser Affiliates, (x) any security that is convertible into, or exercisable for, any voting stock of the Company or Common Stock that is beneficially owned by the Company to Purchaser or the Purchaser on Affiliates shall be treated as fully converted or prior to exercised, as the applicable delivery datecase may be, all in accordance with into the requirements underlying voting stock of the Securities Act Company or Common Stock, (y) the voting stock of the Company, Common Stock and securities convertible into, or exercisable for, voting stock of the rules Company or Common Stock, that are beneficially owned by the Purchaser and regulations promulgated thereunder each of the Purchaser Affiliates shall be aggregated and (z) any applicable blue sky lawssecurity convertible into, or exercisable for, the voting stock of the Company or Common Stock that is beneficially owned by any person other than the Purchaser or any of the Purchaser Affiliates shall not be taken into account).
(d) The Company may refuse Subject to register Section 5.02(g) below, the Purchaser agrees that, without the prior approval of the Company, neither the Purchaser nor any of the Purchaser Affiliates will, directly or indirectly, (i) make, or permit its transfer agent in any way participate in, any solicitation of proxies to register) vote, or seek to advise or influence any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent person with respect to the Sharesvoting of, any voting securities of the Company or any of its subsidiaries, or seek or propose to influence, advise, change or control the management, board of directors, policies, affairs or strategy of the Company by way of any public communication, or other communications, to securityholders intended for such purpose, (ii) make a proposal for any acquisition of, or similar extraordinary transaction involving, the Company or a material portion of its securities or assets, (iii) seek to control or influence the management or policies of the Company, board of directors of the Company or policies of the Company, including any of the Company’s subsidiaries, or (iv) enter into any agreements or understandings with any person (other than the Company) for the purpose of any of the actions described in clauses (i), (ii) or (iii) above; it being understood that the service of Mr. Ning or any other Purchaser Nominee, and seeking to obtain the election of Mr. Ning or any other Purchaser Nominee, as a director of the Company shall not be deemed to contravene this Section 5.02(d).
(e) The Purchaser will and the Guarantor shall cooperate in good faith with any request by the Company to furnish the Company with all information concerning itself, its subsidiaries, directors, officers and stockholders, Mr. Ning or any other Purchaser Nominee and such other matters as may be reasonably necessary in all respects connection with any statement, filing, notice or application made by or on behalf of the Company or any of its subsidiaries to any Governmental Entity and in connection with the performance inclusion of information regarding Mr. Ning or any other Purchaser Nominee in the definitive proxy statement of the Company to be filed with the Commission or in any other report required to be filed with the Commission or any other Governmental Entity.
(f) For so long as Mr. Ning or any other Purchaser Nominee serves on the Board of Directors of the Company, the Purchaser and the Purchaser Affiliates shall not Transfer, or purchase, offer to purchase, or agree to purchase or otherwise acquire beneficial ownership of, any Common Stock, or securities convertible into or exchangeable for Common Stock other than during the “trading windows” applicable to directors of the Company (other than Transfers to Purchaser Affiliates made in accordance with this Section 5.02).
(g) The Purchaser’s obligations under paragraphs (c) and (d) of this Section 5.02 shall terminate on the date on which the Purchaser and the Purchaser Affiliates beneficially own, in the aggregate, less than 2% of the outstanding Common Stock; provided that such obligations shall automatically be reinstated in the event that, within one year following the date of such termination, the Purchaser and the Purchaser Affiliates acquire any beneficial ownership of any additional shares of Common Stock that result in the Purchaser and the Purchaser Affiliates beneficially owning, in the aggregate, 2% or more of the outstanding Common Stock (in each case treating any convertible securities of the Company that are beneficially owned by the Purchaser or the Purchaser Affiliates as fully converted into the underlying Common Stock).
(h) Subject to Section 5.01(i), the Purchaser agrees that all certificates or other instruments representing the Shares will bear a legend substantially to the following effect: “THE SHARES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A PURCHASE AGREEMENT, DATED AS OF JUNE 30, 2008, BETWEEN THE ISSUER OF THESE SECURITIES AND THE PURCHASER REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SHARES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.”
(i) After the Purchaser’s Shares are converted to book-entry form pursuant to Section 5.01(i), for so long as Mr. Ning or any other Purchaser Nominee remains a member of the Board of Directors, the Purchaser and the Purchaser Affiliates shall promptly notify the Company of its obligations under Section 7.1, any Transfer of Shares (including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns number of Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, Transferred and the proposed manner date of sale such Transfer) following any such Transfer.
(j) The Purchaser shall remain a controlled subsidiary of the Shares required to be disclosed in Guarantor for so long as the Registration Statementprovisions of Sections 5.02(b), (c) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if or (d) are applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 1 contract
Covenants of the Purchaser. (a) The Purchaser acknowledges agrees to comply in all material respects with all federal and understands that state securities laws and the rules and regulations promulgated thereunder in connection with any sale by it of the Shares, the Warrants and the Warrant Shares, whether or not such sale is pursuant to the Registration Statement. In connection with the sale of any Shares pursuant to the Registration Statement, but without limiting the generality of the foregoing sentence, the Purchaser shall (i) comply with the provisions of Regulation M promulgated under the Exchange Act, and (ii) deliver to the purchaser of Shares the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date.
(b) The Purchaser will cooperate with the Company in all material respects in connection with the performance by the Company of its obligations under Section 3.01(a), including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares are "restricted securities" as defined required to be disclosed in Rule 144the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby agrees not consents to offer be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
(c) Neither the Purchaser nor any entity controlling it, under its control or sell (under common control with it has, prior to the execution of this Agreement, and will not, for a period of 18 months following the execution of this Agreement, carry a net short position in the Common Stock of the Company, participate in any short selling activities, recommendations, or collusion, directly or indirectly, as such terms are defined activities relate to the Common Stock. A net short position will include any derivative instruments such as a put option, collar, swap or any other instrument which would result in a net short position.
(d) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder) thereunder and any Shares unless applicable blue sky laws. Unless such offer untrue statement or sale is made (a) pursuant omission relates to an effective registration of the Shares under the Securities Acta Blackout Event, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company shall file a legal opinion post-effective amendment or prospectus supplement as promptly as practicable, but in form and substance satisfactory to no event later than five Business Days following the Purchaser from counsel satisfactory to the Purchaser to the effect that discovery of such transfer complies with this Section 7.2(a)untrue statement or omission.
(be) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(cf) In connection with The Purchaser acknowledges and understands that the sale of any Shares pursuant to the Registration StatementShares, the Warrants, and the Warrant Shares are (or upon the issuance thereof will be) "restricted securities" as defined in Rule 144. The Purchaser shall deliver hereby agrees not to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on offer or prior to the applicable delivery date, all sell (as such terms are defined in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to registerthereunder) any Shares, Warrants, or Warrant Shares unless such offer or sale is made (a) pursuant to an effective registration of such securities under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares, the Warrants, and the Warrant Shares other than in compliance with the Securities Act. A proposed transfer of any Shares not made in accordance shall be deemed to comply with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect 3.02(f) if the Purchaser delivers to the Shares.
(e) The Purchaser will cooperate with Company a legal opinion in form and substance reasonably satisfactory to the Company in all respects in connection with the performance by from counsel reasonably satisfactory to the Company of its obligations under to the effect that such transfer complies with this Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement3.02(f).
Appears in 1 contract
Covenants of the Purchaser. The Purchaser covenants and agrees with each of the Shareholders and HANTIAN that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII it will:
(a) The Purchaser acknowledges in a timely and understands that expeditious manner:
(i) prepare, in consultation with HANTIAN, the Shares are "restricted securities" as defined Disclosure Document in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act prescribed form and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory content acceptable to HANTIAN, acting reasonably, and file the Purchaser from counsel satisfactory Disclosure Document with the applicable securities commissions;
(ii) use commercially reasonable efforts to obtain the Purchaser Shareholders’ Approval;
(iii) file and/or deliver any document or documents as may be required in order for the Transaction as contemplated herein to be effective; and
(iv) file and/or deliver any document or documents required pursuant to applicable laws in connection with the effect that such transfer complies with this Section 7.2(a).Transaction as contemplated herein after the Closing;
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing ensure that the Registration Statement or the prospectus forming Disclosure Document does not contain a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating misrepresentation as it relates to the Shares (other than purchases Purchaser, including in respect of Shares pursuant to this Agreement)its assets, from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.liabilities, operations, business and properties;
(c) In connection subject to applicable laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part consummation of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.Transaction;
(d) The Company may refuse conduct and operate its business and affairs only in the ordinary course consistent with past practice and use commercially reasonable efforts to register (or permit preserve its transfer agent to register) any transfer of any Shares not made in accordance business organization, goodwill and material business relationships with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.other persons;
(e) The Purchaser will cooperate with except as may be necessary or desirable in order to effect the Company Transaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement;
(f) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in all respects in connection with the performance by the Company any material way any of its obligations representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the foregoing, it will not:
(i) make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to or for the benefit of its shareholders;
(ii) increase or decrease its paid-up capital or purchase or redeem any shares except upon the exercise of share purchase warrants or options or conversion of convertible securities of the Purchaser outstanding as of the date hereof; or
(iii) issue or enter into any commitment to issue any of its shares or securities convertible into, or rights, warrants or options to acquire, any such shares, except upon the exercise or conversion of convertible securities of the Purchaser outstanding as of the date hereof or as otherwise contemplated by this Agreement;
(g) take all necessary corporate action and proceedings to approve and authorize the issuance of the Payment Shares to the Shareholders;
(h) use its commercially reasonable efforts to maintain its status as a “reporting issuer” (as defined under Section 7.1applicable securities legislation), not in default of the securities laws of the SEC; and
(i) not to authorize, sell or issue, or negotiate or enter into an agreement to sell or issue, any securities of the Purchaser (including timely supplying all information reasonably requested by the Company (which shall include all information regarding those that are convertible or exchangeable into securities of the Purchaser), and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale as of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named date hereof, or as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementotherwise contemplated under this Agreement.
Appears in 1 contract
Covenants of the Purchaser. 10.1 Between the date of this Agreement and the Closing Date, the Purchaser will make all reasonable efforts to obtain and procure in co-operation with the Vendor all consents, approvals, releases, and discharges required to effect the transactions contemplated hereby.
10.2 Without limiting the provisions of Clauses 6.1 and 6.2 hereof, the Purchaser will, from and after the Closing Date, pay as and when same become due and payable all debts and liabilities of the Business which relate to any period after the Adjustment Date and punctually observe and perform all obligations to be performed in respect of the Business which relate to any period after said date. The Purchaser will indemnify and save harmless the Vendor from and against:
(a) The Purchaser acknowledges all claims, actions, suits, proceedings, demands, assessments, judgments, charges, penalties, costs, and understands that expenses (including the Shares full amount of all reasonable legal expenses invoiced to the Vendor) which arise or are "restricted securities" made or claimed against or suffered or incurred by the Vendor as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration a result of the Shares under the Securities ActPurchaser's failure to so pay, observe, or (b) pursuant perform including the Purchaser's failure to an available exemption from the registration requirements pay, satisfy, discharge, perform or fulfil any of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Assumed Indebtedness;
(b) If at any time or from time to time after the Effective Date, the Company notifies breach by the Purchaser of or any inaccuracy of any representation or warranty contained in writing that the Registration Statement this Agreement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any agreement, instrument, certificate or other transaction involving or relating to the Shares (other than purchases of Shares document delivered pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.hereto; and
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on breach or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the non-performance by the Company Purchaser of its obligations any covenant to be performed by it that is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto.
10.3 The Purchaser undertakes to offer employment to all of the Vendor's employees on terms at least as favourable as the terms under Section 7.1, including timely supplying all information reasonably requested which said employees are currently employed by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the SharesVendor. The Purchaser hereby consents covenants to assume all employee expenses as of the Adjustment Date and employee liabilities as of the Closing Date for those employees of the Vendor who accept employment with the Purchaser.
10.4 The Vendor, the Principal and the Purchaser acknowledge and agree that the aggregate liability of the Purchaser in respect of indemnification claims made by the Vendor under Clause 10.2 shall not exceed the aggregate amount of TWO MILLION ($2,000,000) Dollars, and that no claims for indemnification may be named as an underwriter made by the Vendor against the Purchaser pursuant to Clause 10.2 unless and until said claims exceed FIFTY THOUSAND ($50,000) Dollars in the Registration Statement, if applicableaggregate, in accordance with current Commission policy andwhich event the amount of all such claims may, if necessarysubject to the terms and conditions hereof, to join in be recovered by the request of the Company for the acceleration of the effectiveness of the Registration StatementVendor.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spectrum Signal Processing Inc)
Covenants of the Purchaser. The Purchaser covenants and agrees with each of the Shareholders and AlphaMind that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII, subject to Section 9.02, it will:
(a) The in a timely and expeditious manner:
(i) file and/or deliver any document or documents as may be required in order for the Transaction as contemplated herein to be effective; and
(ii) file and/or deliver any document or documents required pursuant to applicable laws and/or the rules and policies of the CSE in connection with the Transaction as contemplated herein after the Closing;
(b) not solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of the Securities Act (British Columbia), for securities or assets of the Purchaser, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event the Purchaser, including any of its officers or directors, receives any form of offer or inquiry, the Purchaser acknowledges shall forthwith (in any event within one business day following receipt) notify AlphaMind of such offer or inquiry and understands that provide AlphaMind with such details as it may request;
(c) to make available and afford AlphaMind and its authorized representatives and, if requested by AlphaMind, provide a copy of all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to the Shares are "restricted securities" as defined in Rule 144Purchaser. The Purchaser hereby agrees will afford AlphaMind and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Purchaser’s property, assets, undertaking, records and documents. At the request of AlphaMind, the Purchaser will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Purchaser’s business and any of its property or to enable AlphaMind or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Purchaser maintained by governmental or other public authorities. The obligations in this Section 6.02(c) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to offer a third party for which a waiver cannot be obtained, provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or sell on behalf of AlphaMind under this Section 6.02(c) will not mitigate or otherwise affect the representations and warranties of the Purchaser hereunder;
(as d) to the extent necessary, make application to the CSE and diligently pursue the approval of the Transaction (including the obligation of the Purchaser to issue the Payment Shares and if applicable, the Earn Out Shares);
(e) except for non-substantive communications, and provided that such terms are defined disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Securities Act Purchaser will be required to disclose that information has been withheld on this basis), furnish promptly to AlphaMind (on behalf of itself and the rules Shareholders) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under applicable laws and regulations promulgated thereunderany dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(f) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:
(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases, licenses, agreements and other Contracts, as applicable;
(ii) effect all necessary registrations and filings and submissions of information requested by any Shares unless Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either the Purchaser or AlphaMind before any Governmental Authority to the extent permitted by such offer authorities; and
(iii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;
(g) subject to Applicable Laws or sale is made (a) pursuant as authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to an effective registration be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Shares under Transaction;
(h) except as may be necessary or desirable in order to effect the Securities ActTransaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement;
(i) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its representations and warranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the foregoing, it will not make any distribution by way of dividend, distribution of property or assets, return of capital or otherwise to or for the benefit of its shareholders;
(bj) pursuant take all necessary corporate action and proceedings to an available exemption approve and authorize the issuance of the Payment Shares and the Earn Out, if any, to the Shareholders; and
(k) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Shareholders on a basis exempt from the prospectus and registration requirements of the applicable Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light Laws of the circumstances under provinces of Canada in which they the Shareholders are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofresident.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 1 contract
Samples: Share Exchange Agreement
Covenants of the Purchaser. (a) The In addition to the other indemnities provided by the Purchaser acknowledges herein, the Purchaser shall indemnify, save, hold harmless, discharge and understands that release the Shares are "restricted securities" as defined Warrantor, and their respective affiliates, subsidiaries, shareholders, managers, members, directors, employees and agents, from and against any and all Claims arising from or based on:
(i) subject to subsection 3.4(a), any inaccuracy in Rule 144. The any representation or warranty made by the Purchaser in this Agreement or any other agreement to be entered into in connection with the transactions contemplated hereby agrees not or any certificates delivered or to offer be delivered by or sell on behalf of the Purchaser pursuant to the terms of this Agreement (as such terms are defined collectively, the “Purchaser’s Documents”);
(ii) any breach of any covenant of the Purchaser set forth in this Agreement or in the Securities Act Purchaser’s Documents;
(iii) any liability or obligation assumed by the Purchaser pursuant to Section 2.8;
(iv) the delivery to Purchaser of automatic payment forms containing customer credit card or banking information or any similar disclosure to Purchaser by Vendor of such customer information regarding payment and the rules and regulations promulgated thereunderuse of any such customer information by the Purchaser; or
(v) any Shares unless such offer liability or sale is made (a) pursuant other Claims or obligations respecting the Purchased Business which arise subsequent to an effective registration the Effective Date or respecting services performed or products supplied to customers of the Shares under Purchased Business after the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)Effective Date.
(b) If at any time or from time to time after The Purchaser will ensure that the Effective Date, the Company notifies representations and warranties of the Purchaser in writing are true and correct at the Time of Closing and that the Registration Statement or conditions of closing for the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light benefit of the circumstances under which they are made, not misleading, Vendor have been performed or complied with by the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases Time of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofClosing.
(c) In connection with The Purchaser shall not have any indemnification obligations under this Agreement until the sale aggregate of all Claims total more than $10,000, in which event the indemnities under this Agreement shall apply to all Claims brought under this Agreement which in the aggregate are in excess of $10,000. Notwithstanding the foregoing, the limitations set out above do not apply to Claims of any Shares pursuant to amount arising from fraud (including without limitation fraudulent misrepresentation) on the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky lawsPurchaser.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 1 contract
Covenants of the Purchaser. The Purchaser covenants and agrees with the Vendors as follows:
(a) The until the Closing Date, the Purchaser acknowledges will not perform any act or enter into any transaction or negotiation which interferes or is inconsistent with the completion of the transactions contemplated herein or would render inaccurate in any material way any of the representations and understands that the Shares are "restricted securities" warranties set forth in section 3.2 as defined in Rule 144. The Purchaser hereby agrees not if such representations and warranties were made at a date subsequent to offer such act, transaction or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares negotiation unless such offer transactions or sale is made (a) pursuant to an effective registration negotiations are entered into with the consent of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Vendor;
(b) If at any time or from time to time forthwith after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement execution and delivery of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingthis Agreement, the Purchaser shall not offer or sell any Shares or engage will take such steps and proceedings in any other transaction involving or relating good faith as may be reasonably required to obtain all governmental, shareholder and stock exchange Approvals required for the Shares (other than purchases of Shares pursuant Purchaserto complete the transactions contemplated herein and to this Agreement), from carry out the time obligations of the giving of notice with respect to such untrue statement or omission until Purchaser thereunder, and in connection therewith, the Purchaser receives written notice from will comply with all applicable securities legislation and policies of the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.CSE;
(c) In connection with the sale of any Shares pursuant Purchaser will, subject to the Registration Statementterms of this Agreement, issue the Purchaser shall deliver shares included in the Purchaser’s Units to the purchaser thereof Vendors as fully paid and non-assessable shares, and issue the prospectus forming a part of warrants included in the Registration Statement and all relevant supplements thereto which have been provided by the Company Purchaser’s Units to the Purchaser on or prior to the applicable delivery dateVendors, all in accordance with the requirements terms of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.this Agreement;
(d) The Company may refuse the Purchaser will in good faith make reasonable efforts to register (cause all the conditions precedent on its part to be performed, as set out in sections 5.3 and 5.5, to be complied with on or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to before the Shares.Closing Date;
(e) The as soon as reasonably possible after the Purchaser has determined that a state of facts exists which results in or will result in the non-fulfilment of any of the material conditions precedent set forth in sections 5.3 or 5.5, the Purchaser will cooperate with notify the Company Vendors of such state of facts;
(f) provided the conditions set forth in sections 5.3 and 5.5 have been satisfied or waived by the Closing Date, the Purchaser will execute and deliver all respects such documents and certificates reasonably required to carry out the transactions contemplated herein; and
(g) the Purchaser will indemnify and save the Vendors harmless from and against any and all liabilities, losses, claims, damages incurred or suffered by the Vendors by reason of, resulting from, in connection with with, or arising in any manner out of the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held failure by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, to observe or perform its covenants and the proposed manner of sale of the Shares required to be disclosed agreements set out in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementthis section 4.2.
Appears in 1 contract
Samples: Share Purchase Agreement
Covenants of the Purchaser. (a) The Purchaser acknowledges covenants and understands agrees as follows:
10.1. Prior to the Closing, it will hold in strict confidence and not disclose to others (except to rating agencies, its professional advisors and lenders, and as necessary in connection with its 144A or other form of financing, it being understood that the Shares transactions contemplated by this Agreement are not contingent on the Purchaser obtaining any form of financing), and will not use or permit others to use, any data or information obtained from the Amertranz Group concerning the Amertranz Group or its business, except as required by law and except to the extent such information can be obtained from public or published information or trade sources. If the transactions contemplated by this Agreement are not concluded, it will (i) return to the Amertranz Group all such data or information then held by it or its representatives and will continue to maintain such information in strict confidence as set forth above, and (ii) except as required by law or as otherwise provided herein, not disclose to any other party (except its professional advisors and lenders who have a "restricted securities" need to know"), the existence of this Agreement or any letters of intent with respect thereto. It will maintain all negotiations and other information with respect to the transactions contemplated herein in confidence and, except as defined in Rule 144. The Purchaser hereby agrees not to offer required by law or sell (as such terms are defined in the Securities Act and by the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under SEC or with the Securities Act, or (b) pursuant to an available exemption from the registration requirements consent of the Securities ActAmertranz Group, whose consent shall not be unreasonably withheld, will not make any announcement thereof or disclose such negotiations to any other party other than its professional advisors and lenders. The Concurrent with the execution hereof, the parties shall issue the respective announcements attached hereto as EXHIBIT D. If the Purchaser agrees is advised by its outside legal counsel that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time is required by law or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder of the SEC to make any further disclosure, it will first advise Holding of the content of the proposed disclosure, and any applicable blue sky laws.
(d) The Company may refuse the time and place that the disclosure will be made, and the parties will endeavor to register (or permit its transfer agent to register) any transfer make such disclosure jointly. This covenant shall survive termination of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent Agreement. Except as specifically superseded herein, the provisions of the confidentiality agreement previously executed by the Purchaser with respect to the Sharestransactions contemplated by this Agreement shall survive the execution and termination of this Agreement and the Closing.
10.2. The Purchaser will (ei) on the date hereof make all filings and pay the requisite filing fee under the HSR Act with respect to the transactions contemplated hereby; (ii) use all commercially reasonable efforts to cooperate with the Amertranz Group in (a) determining which other filings are required to be made prior to the Closing Date with, and which other consents, approvals, permits or authorizations are required to be obtained prior to the Closing Date from, Governmental or Regulatory Authorities in connection with the execution and delivery of this Agreement and the closing of the transactions contemplated hereby, (b) timely making all filings and timely seeking all such consents, approvals, permits or authorizations, and (c) seeking all such consents, approvals, permits or authorizations necessary to assign or transfer any Contracts which constitute CAS Assets; and (iii) use all commercially reasonable efforts to take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or appropriate to close the transactions contemplated by this Agreement. The Purchaser will take all commercially reasonable actions necessary or appropriate to cause the prompt expiration or termination of any applicable waiting period under the HSR Act in respect of the transactions contemplated hereby, including complying as promptly as practicable with any requests for additional information and assisting the Amertranz Group in responding to any such request for additional information.
10.3. Following the Closing, the Purchaser will pay all of the Assumed Obligations as and when due.
10.4. Following the Closing, the Purchaser will issue invoices for CAS's services performed prior to the Closing and not yet invoiced in the ordinary course of CAS's business. From and after the Closing Date, the Purchaser shall, as agent of CAS, exercise its commercially reasonable efforts to diligently collect all receivables owned by CAS as of the Closing Date pursuant to Section 6 hereof.
10.5. Following the Closing, the Purchaser will prepare as due, in the usual course, all checks or other disbursements, drawn on funds of Holding, CAS or other subsidiary of Holding, from such depositories as designated by Holding prior to or at the Closing, to pay such entities' accounts payable which are not included in the Assumed Obligations. The Purchaser will forward to Holding such checks or other disbursements for handling, together with all supporting documentation. As compensation to the Purchaser for the accounts payable services set forth above, CAS will pay to the Purchaser two percent of all amounts so paid.
10.6. Following the Closing, the Purchaser will cooperate with the Company in all respects in connection Amertranz Group and its representatives and will provide the Amertranz Group and its representatives with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required access to be disclosed in the Registration Statement) and executing and returning all documents personnel reasonably requested in connection with the registration preparation of financial statements (including independent audits) and sale federal and state tax returns of CAS, Holding, and Holding's other subsidiaries.
10.7. For a period of three months following the SharesClosing, the Purchaser will allow CAS or Holding to use, rent-free, storage space at the 0000 Xxxxxx Xxxxx leased facility.
10.8. The For a period of up to three months following the Closing, the Purchaser hereby consents to be named will prepare as an underwriter due, in the Registration Statementusual course, if applicableall required payroll information with respect to Holding's Target Airfreight, in accordance with current Commission policy andInc. subsidiary, if necessary, and transmit such information to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementpayroll processing service designated by Holding.
Appears in 1 contract
Covenants of the Purchaser. The Purchaser, or its representative who is executing this Agreement, as applicable, irrevocably covenants and agrees with the Corporation that:
(a1) The Purchaser acknowledges if it is an ECF Lender, in such capacity it shall execute such waivers and understands that consents to its lending documents as are required to permit the Shares are Corporation to complete the transactions contemplated hereunder;
(2) in its capacity as holder of the principal amount of Debentures set forth opposite its name on Schedule "restricted securities" A", it hereby assents to the amendments to the Trust Indenture as set forth in the Supplemental Indenture and hereby authorizes and directs the Trustees (as defined in Rule 144. The Purchaser hereby agrees not the Trust Indenture) to offer concur with such amendments and to execute the Supplemental Indenture at or sell before the Time of Closing;
(3) it shall execute and deliver, or shall be caused to be executed and delivered, a valid Conversion Form (as such terms are defined in the Securities Act and Trust Indenture) to the rules and regulations promulgated thereunderTrustees (as defined in the Trust Indenture) any Shares unless such offer or sale is made (a) pursuant prior to an effective registration the Time of Closing providing for the conversion of all of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees Debentures that it will not engage holds either directly or indirectly as indicated in hedging transactions with regard to Schedule "A" into Common Shares on or before the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Time of Closing;
(b4) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that it shall enter into the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Rights Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.;
(c5) In it shall execute such documents as required by the Toronto Stock Exchange in connection with the sale and listing of the Purchased Shares; and
(6) for so long as Endorsement No. 8 (dated August 25, 2005) of the Corporation's Directors & Officers Liability Insurance (Policy No. DO020909) remains in force, if at any Shares pursuant to the Registration Statement, time the Purchaser or its estates, beneficiaries, heirs, legal representatives or assigns shall deliver to the purchaser thereof the prospectus forming a part own, either directly, indirectly or beneficially, 10% or more of the Registration Statement and all relevant supplements thereto which have been provided by the Company outstanding voting shares or rights to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements acquire over 10% of the Securities Act and outstanding voting shares of the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1Corporation on a fully diluted basis, including timely supplying all information reasonably requested by the Company (which shall include all information regarding neither the Purchaser, and nor any person who beneficially owns Shares held of its estates, beneficiaries, heirs, legal representatives or assigns shall initiate any claim, including but not limited to shareholder derivative suits and/or representative class action suits against the directors or officers of the Corporation based upon or related to the transactions contemplated by this Agreement. Nothing in this paragraph (6) shall prohibit the Purchaser within from joining in or participating in a claim or action if a third party (other than the meaning of Rule 13d-3 promulgated under Other Purchasers) has initiated such claim or action and such claim or action is not based upon or related to the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementtransactions contemplated by this Agreement.
Appears in 1 contract
Covenants of the Purchaser. The Purchaser covenants and agrees with each of the Shareholders and PlantX that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII, subject to Section 9.02, it will:
(a) The in a timely and expeditious manner:
(i) file and/or deliver any document or documents as may be required in order for the Transaction as contemplated herein to be effective; and
(ii) file and/or deliver any document or documents required pursuant to applicable laws and/or the rules and policies of the CSE in connection with the Transaction as contemplated herein after the Closing;
(b) not solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of the Securities Act (British Columbia), for securities or assets of the Purchaser, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event the Purchaser, including any of its officers or directors, receives any form of offer or inquiry, the Purchaser acknowledges shall forthwith (in any event within one business day following receipt) notify PlantX of such offer or inquiry and understands that provide PlantX with such details as it may request
(c) to make available and afford PlantX and its authorized representatives and, if requested by PlantX, provide a copy of all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to the Shares are "restricted securities" as defined in Rule 144Purchaser. The Purchaser hereby agrees will afford PlantX and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Purchaser’s property, assets, undertaking, records and documents. At the request of PlantX, the Purchaser will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Purchaser’s business and any of its property or to enable PlantX or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Purchaser maintained by governmental or other public authorities. The obligations in this Section 6.02(c) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained, provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or on behalf of PlantX under this Section 6.02(c) will not mitigate or otherwise affect the representations and warranties of the Purchaser hereunder;
(d) make application to the CSE and diligently pursue the approval of the Transaction (including the obligation of the Purchaser to issue the Payment Shares and the Finder Fee Shares);
(e) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Purchaser will be required to disclose that information has been withheld on this basis), furnish promptly to PlantX (on behalf of itself and the Shareholders) a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Purchaser in connection with or related to the Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;
(f) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction as contemplated herein, including using commercially reasonable efforts to:
(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases, licenses, agreements and other Contracts;
(ii) cause all shareholders of the Purchaser to vote in favour of the Transaction and related matters, if such vote is required, and not to offer take any action contrary to, or sell in opposition to, the Transaction;
(as iii) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction and participate and appear in any proceedings of either the Purchaser or PlantX before any Governmental Authority to the extent permitted by such terms are defined authorities; and
(iv) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;
(g) subject to Applicable Laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(h) conduct and operate its business and affairs only in the Securities Act ordinary course consistent with past practice and use commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other persons and, for greater certainty, it will not enter into any material transaction out of the ordinary course of business consistent with past practice without the prior consent of PlantX, and the rules Purchaser will keep the PlantX fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business, provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver could not be obtained;
(i) except as may be necessary or desirable in order to effect the Transaction as contemplated hereunder, not alter or amend its notice of articles or articles as the same exist at the date of this Agreement;
(j) not to borrow money or incur any indebtedness for money borrowed;
(k) not to make loans, advances or other payments, excluding routine advances to directors or officers of the Purchaser for expenses incurred in the ordinary course;
(l) not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization or arrangement with, or transfer its undertaking or assets as an entirety or substantially as an entirety to, any other person or perform any act which would render inaccurate in any material way any of its representations and regulations promulgated thereunderwarranties set forth herein as if such representations and warranties were made at a date subsequent to such act and all references to the date of this Agreement were deemed to be such later date, except as contemplated in this Agreement, and without limiting the generality of the foregoing, it will not:
(i) make any Shares unless such offer distribution by way of dividend, distribution of property or sale is made assets, return of capital or otherwise to or for the benefit of its shareholders;
(aii) increase or decrease its paid-up capital or purchase or redeem any shares except pursuant to an effective registration the Concurrent Financing or upon the exercise of share purchase warrants or options or conversion of convertible securities of the Shares under Purchaser outstanding as of the Securities Actdate hereof; or
(iii) issue or enter into any commitment to issue any of its shares or securities convertible into, or rights, warrants or options to acquire, any such shares, except upon the exercise of share purchase warrants or options or conversion of convertible securities of the Purchaser outstanding as of the date hereof;
(bm) pursuant take all necessary corporate action and proceedings to an available exemption approve the Consolidation and the Concurrent Financing and authorize the issuance of the Payment Shares to the Shareholders and the Finder Fee Shares to the Finder;
(n) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Shareholders, the Finder Fee Shares to the Finder and the Replacement Options to the Optionholder, in each case, on a basis exempt from the prospectus and registration requirements of the applicable Securities Act. The Laws of the provinces of Canada in which the Shareholders, Optionholder and Finder are resident; and
(o) not to authorize, sell or issue, or negotiate or enter into an agreement to sell or issue, any debt, equity or other securities of the Purchaser agrees (including those that it will not engage in hedging transactions with regard to are convertible or exchangeable into securities of the Shares Purchaser), other than in compliance with as contemplated under this Agreement (including the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light issuance of the circumstances under which they are made, not misleading, the Purchaser shall not offer Finder Fee Shares) or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statementexercise or conversion of share purchase warrants, options or convertible securities of the Purchaser shall deliver to the purchaser thereof the prospectus forming a part outstanding as of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky lawsdate hereof.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
Appears in 1 contract
Samples: Share Exchange Agreement
Covenants of the Purchaser. The Purchaser hereby covenants with the Shareholder that from the date of this Agreement until the Expiry Time, it shall:
(a) The Purchaser acknowledges promptly take all steps required of it under the Arrangement Agreement to cause the Arrangement to occur in accordance with the terms of and understands that subject to the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined conditions set forth in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Arrangement Agreement;
(b) If promptly upon the termination of the Arrangement Agreement or upon the termination of this Agreement, notify the Shareholder in writing at any the same time or from time to time after the Effective Date, the Company it notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement other Company Lock-up Shareholders of a material fact or omits to state a material fact necessary to make the statements thereinsuch termination and, in light any event, within two (2) days of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.termination;
(c) In connection with promptly notify the sale Shareholder in writing of any Shares pursuant amendment to the Registration StatementArrangement Agreement or Plan of Arrangement, the Purchaser which notice shall deliver to the purchaser thereof the prospectus forming be accompanied by a part copy of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.such amendment(s);
(d) The Company may refuse not, without the prior written consent of the Shareholder: (i) impose additional conditions to register completion of the Arrangement or modify the same, in either case, in a manner that would reasonably have the effect of delaying, impeding, interfering with, postponing, hindering, or preventing the completion of the Arrangement; (ii) change the amount or permit its transfer agent form of consideration payable pursuant to registerthe Arrangement (other than to increase the total consideration per Common Share and/or to add additional consideration); (iii) modify or remove any transfer covenants of the Purchaser in a manner that would reasonably have the effect of delaying, impeding, interfering with, postponing, hindering, or preventing the completion of the Arrangement; (iv) otherwise vary the Arrangement or any terms or conditions thereof in a manner that is adverse to shareholders of the Company; or (v) waive, release, amend or modify the terms of any Shares not made in accordance with this Section 7.2 other Voting and for such purpose may place stop order instructions with its transfer agent with respect to Support Agreement without providing the Shares.
(e) The Purchaser will cooperate Shareholder with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale benefit of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale same waiver, release, amendment or modification of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementthis Agreement.
Appears in 1 contract
Covenants of the Purchaser. The Purchaser represents, covenants and warrants for the benefit of the Seller and its assignees as follows:
(a) The Purchaser acknowledges and understands that is authorized under the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in provisions of the Securities Act Constitution and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration laws of the Shares under State of Maryland and has all necessary power, right and authority to enter into the Securities Act, or (b) pursuant transactions contemplated by this Conditional Purchase Agreement and to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)carry out its obligations hereunder.
(b) If at any time or from time to time after This Conditional Purchase Agreement and the Effective DateCertificate of Participation Trust Agreement dated as of January 1, 2011 (the Company notifies “Trust Agreement”) between the Treasurer, acting on behalf of the State for the benefit of the Lottery Agency, and [TRUSTEE BANK], acting as trustee (the “Trustee”) constitute legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in writing that accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights, by applicable laws which may limit the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement availability of a material fact or omits to state a material fact necessary to make the statements thereinremedies hereunder, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofand by equitable principles.
(c) In connection The Purchaser shall cause to be executed and delivered to the Seller an opinion of its counsel in substantially the form and containing the substantive conclusions attached hereto as Exhibit B-1 concurrently with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part execution and delivery of the Registration Statement and all relevant supplements thereto which have been provided by Certificates under the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky lawsTrust Agreement.
(d) The Company may refuse Purchaser has been duly authorized to register (or permit its transfer agent execute and deliver this Conditional Purchase Agreement and further represents and covenants that all requirements have been met, actions have been taken and procedures have been followed in order to register) any transfer ensure the validity and enforceability of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the SharesConditional Purchase Agreement.
(e) The Purchaser has complied with applicable laws and regulations with respect to this Conditional Purchase Agreement and the acquisition of the Equipment hereunder.
(f) During the term of this Conditional Purchase Agreement, the Equipment will cooperate be used by the Purchaser only for the purpose of performing one or more governmental or proprietary purposes of the Purchaser consistent with the Company in all respects in connection with permissible scope of the Purchaser’s authority.
(g) The execution, delivery and performance by of this Conditional Purchase Agreement and the Company transactions contemplated herein will not, to the best of its obligations knowledge, violate any judgment, order, law or regulation applicable to the Purchaser or result in any breach of, or constitute a default under Section 7.1any indenture, including timely supplying all information reasonably requested mortgage, deed of trust, bond, loan or credit agreement or other instrument to which the Purchaser is a party or by which it is bound.
(h) There are no actions, suits or proceedings pending or, to the Company (which shall include all information regarding knowledge of the Purchaser, threatened against, or affecting, the Purchaser in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the authority or ability of the Purchaser to perform its obligations hereunder, or which question the legality, validity or enforceability hereof.
(i) Neither the execution and delivery of this Conditional Purchase Agreement nor the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the terms of this Conditional Purchase Agreement, to the best of its knowledge, conflicts in any person who beneficially owns Shares held material respect with or results in a material breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitutes a default thereunder, or results in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Purchaser under the terms of any of the foregoing.
(j) The Purchaser shall pay to the Trustee, from time to time, compensation for services rendered by the Purchaser within the meaning of Rule 13d-3 promulgated Trustee under the Exchange ActTrust Agreement, such compensation to be paid in accordance with the terms of the separate contract for Trustee, Registrar and Paying Agent Services dated as of January 1, 2011 between the Trustee and the Purchaser, to which terms the Purchaser hereby agrees.
(k) There is no Event of Default or event which, with the giving of notice or passage of time, would constitute an Event of Default under the Trust Agreement.
(l) The Purchaser will apply the proceeds as provided in the Trust Agreement.
(m) The Purchaser has not failed to obtain approval, consent or withholding of objections as required from any governmental authority with respect to this Conditional Purchase Agreement, which failure would have a materially adverse effect upon the Purchaser, the Equipment or the operation thereof.
(n) In the event of nonappropriation of funds as described in Section 6.06 hereof, Purchaser shall surrender to the Seller title and possession of such Equipment as may be directed by the Seller, and the proposed manner of sale of the Shares required to be disclosed shall cooperate fully with Seller in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration valuation and sale of such Equipment and the Shares. The application of proceeds of such sale to the Purchase Installments due and payable for the immediately ensuing Fiscal Year.
(o) In the event of failure of the Purchaser hereby consents to pay any Purchase Installment at the time specified herein, as described in Section 13.01 hereof, the Purchaser shall surrender to the Seller title and possession of such Equipment as may be named as an underwriter directed by the Seller, and shall cooperate fully with Seller in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, valuation and sale of such Equipment and the application of proceeds of such sale to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.Purchase Installments then due and payable
Appears in 1 contract
Samples: Conditional Purchase Agreement
Covenants of the Purchaser. The Purchaser, or its representative who is executing this Agreement, as applicable, irrevocably covenants and agrees with the Corporation that:
(a1) The Purchaser acknowledges if it is an ECF Lender, in such capacity it shall execute such waivers and understands that consents to its lending documents as are required to permit the Shares are Corporation to complete the transactions contemplated hereunder;
(2) in its capacity as holder of the principal amount of Debentures set forth opposite its name on Schedule "restricted securities" A", it hereby assents to the amendments to the Trust Indenture as set forth in the Supplemental Indenture and hereby authorizes and directs the Trustees (as defined in Rule 144. The Purchaser hereby agrees not the Trust Indenture) to offer concur with such amendments and to execute the Supplemental Indenture at or sell before the Time of Closing;
(3) it shall execute and deliver, or shall be caused to be executed and delivered, a valid Conversion Form (as such terms are defined in the Securities Act and Trust Indenture) to the rules and regulations promulgated thereunderTrustees (as defined in the Trust Indenture) any Shares unless such offer or sale is made (a) pursuant prior to an effective registration the Time of Closing providing for the conversion of all of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees Debentures that it will not engage holds either directly or indirectly as indicated in hedging transactions with regard to Schedule "A" into Common Shares on or before the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Time of Closing;
(b4) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that it shall enter into the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Rights Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.;
(c5) In it shall execute such documents as required by the Toronto Stock Exchange in connection with the sale and listing of the Purchased Shares; and
(6) for so long as Endorsement No. 8 (dated August 25, 2005) of the Corporation's Directors & Officers Liability Insurance (Policy No. DO020909) remains in force, if at any Shares pursuant to the Registration Statement, time the Purchaser or its estates, beneficiaries, heirs, legal representatives or assigns shall deliver to the purchaser thereof the prospectus forming a part own, either directly, indirectly or beneficially, 10% or more of the Registration Statement and all relevant supplements thereto which have been provided by the Company outstanding voting shares or rights to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements acquire over 10% of the Securities Act and outstanding voting shares of the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1Corporation on a fully diluted basis, including timely supplying all information reasonably requested by the Company (which shall include all information regarding neither the Purchaser, and nor any person who beneficially owns Shares held of its estates, beneficiaries, heirs, legal representatives or assigns shall initiate any claim, including but not limited to shareholder derivative suits and/or representative class action suits against the directors or officers of the Corporation based upon or related to the transactions contemplated by this Agreement; provided however, that nothing in this paragraph (6) shall prohibit the Purchaser from commencing a claim or action against the directors or officers of the Corporation that is (i) not based upon or related to the transactions contemplated by this Agreement or (ii) is based upon or relates to a misrepresentation made by the Purchaser within Corporation in this Agreement or a failure by the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required Corporation to be disclosed perform its covenants contained in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementthis Agreement.
Appears in 1 contract
Covenants of the Purchaser. (a) The Purchaser acknowledges agrees to comply in all material respects with all federal and understands that state securities laws and the rules and regulations promulgated thereunder in connection with any sale by it of the Shares, the Warrants and the Warrant Shares, whether or not such sale is pursuant to the Registration Statement. In connection with the sale of any Shares pursuant to the Registration Statement, but without limiting the generality of the foregoing sentence, the Purchaser shall (i) comply with the provisions of Regulation M promulgated under the Exchange Act, and (ii) deliver to the purchaser of Shares the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date.
(b) The Purchaser will cooperate with the Company in all material respects in connection with the performance by the Company of its obligations under Section 3.01(a), including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares are "restricted securities" as defined required to be disclosed in Rule 144the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby agrees not consents to offer be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement.
(c) Neither the Purchaser nor any entity controlling it, under its control or sell (under common control with it has, prior to the execution of this Agreement, and will not, for a period of 18 months following the execution of this Agreement, carry a net short position in the Common Stock of the Company, participate in any short selling activities, recommendations, or collusion, directly or indirectly, as such terms are defined activities relate to the Common Stock. A net short position will include any derivative instruments such as a put option, collar, swap or any other instrument which would result in a net short position.
(d) In connection with the sale of any Shares pursuant to the Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder) thereunder and any Shares unless applicable blue sky laws. Unless such offer untrue statement or sale is made (a) pursuant omission relates to an effective registration of the Shares under the Securities Acta Blackout Event, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to shall file a post-effective amendment or prospectus supplement as promptly as practicable, but in no event later than five Business Days following the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that discovery of such transfer complies with this Section 7.2(a)untrue statement or omission.
(be) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(cf) In connection with The Purchaser acknowledges and understands that the sale of any Shares pursuant to the Registration StatementShares, the Warrants, and the Warrant Shares are (or upon the issuance thereof will be) "restricted securities" as defined in Rule 144. The Purchaser shall deliver hereby agrees not to the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on offer or prior to the applicable delivery date, all sell (as such terms are defined in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to registerthereunder) any Shares, Warrants, or Warrant Shares unless such offer or sale is made (a) pursuant to an effective registration of such securities under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares, the Warrants, and the Warrant Shares other than in compliance with the Securities Act. A proposed transfer of any Shares not made in accordance shall be deemed to comply with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect 3.02(f) if the Purchaser delivers to the Shares.
(e) The Purchaser will cooperate with Company a legal opinion in form and substance reasonably satisfactory to the Company in all respects in connection with the performance by from counsel reasonably satisfactory to the Company of its obligations under to the effect that such transfer complies with this Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statement3.02(f).
Appears in 1 contract
Covenants of the Purchaser. (a) The Purchaser acknowledges and understands that the Shares are "restricted securities" as defined in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).
(b) If at any time or from time to time after the an Effective Date, the Company notifies the Purchaser in writing that the a Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the such Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the a Registration Statement, the Purchaser shall deliver to the purchaser thereof the prospectus forming a part of the such Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the each Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the each Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the each Registration Statement.
(f) Neither the Purchaser nor any entity controlling it, under its control or under common control with it has, prior to the execution of this Agreement, and will not, for a period of eighteen (18) months following the execution of this Agreement, carry a net short position in the Common Stock of the Company, participate in any short selling activities, recommendations, or collusion, directly or indirectly, as such activities relate to the Common Stock of the Company. A net short position will include any derivative instruments such as a put option, collar, swap or any other instrument which would result in a net short position.
Appears in 1 contract
Samples: Stock Purchase Agreement (Biophan Technologies Inc)
Covenants of the Purchaser. (a) The 4.1 Purchaser acknowledges and understands covenants that the Purchaser shall resell the Shares are "restricted securities" as defined only pursuant to effective registration under the Act in Rule 144. The Purchaser hereby agrees not to offer or sell (as such terms are defined in the Securities Act and accordance with the rules and regulations promulgated thereunder) any Shares unless which may pertain to the Purchaser upon such offer or sale is made (a) pursuant to an effective registration of the Shares resale under the Securities ActAct or under any other applicable United States or Canadian securities regulation, or (b) pursuant to an available exemption from registration or prospectus requirements there, including applicable prospectus delivery requirements, under and in accordance with the registration requirements of Securities Act (Ontario) to the Securities Act. extent that such act applies to such resale.
4.2 The Purchaser acknowledges and agrees that it will the Shares are not engage in hedging transactions with regard transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company is accompanied by a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser separate officer's certificate to the effect that such transfer complies with this Section 7.2(a).
(bA) If at any time or from time to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time of the giving of notice have been sold in accordance with respect to such untrue statement or omission until the Purchaser receives written notice from the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereof.
(c) In connection with the sale of any Shares pursuant to the Registration Statement, the Securities Act and the Rules and Regulations and any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser shall deliver to acknowledges that there may occasionally be times when the purchaser thereof Company must suspend the use of the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have until such time as an amendment or supplement to the Registration Statement or the Prospectus has been provided filed by the Company and any such amendment to the Purchaser on Registration Statement is declared effective by the Commission, or prior to until such time as the applicable delivery date, all in accordance Company has filed an appropriate report with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.
(d) The Company may refuse Commission pursuant to register (or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to the Shares.
(e) The Purchaser will cooperate with the Company in all respects in connection with the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, and the proposed manner of sale of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents covenants that it will not sell any Shares pursuant to be named as an underwriter in said prospectus during the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in period commencing at the request time at which the Company gives the Purchaser written notice of the Company for the acceleration suspension of the effectiveness use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Purchaser further covenants to notify the Company promptly of the Registration Statementsale of all of its Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Dusa Pharmaceuticals Inc)
Covenants of the Purchaser. (a) The Purchaser acknowledges and understands will use commercially reasonable efforts, subject to the terms of this Agreement, to see that the Shares representations and warranties of the Purchaser set out in Section 3.4 are "restricted securities" true and correct at the Time of Closing and with the same effect as defined in Rule 144. The Purchaser hereby agrees not to offer or sell if made at and as of the Time of Closing (except as such terms are defined in representations and warranties may be affected by the Securities Act occurrence of events or transactions expressly contemplated or permitted hereunder) and that the rules and regulations promulgated thereunder) any Shares unless such offer or sale is made (a) pursuant to an effective registration conditions of closing for the benefit of the Shares under Vendors set out in Section 5.2 and Section 5.3 have been performed or complied with by the Securities Act, or (b) pursuant to an available exemption from the registration requirements Time of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a)Closing.
(b) If at The Purchaser shall use commercially reasonable efforts to assist the Vendors in obtaining any time consents or from time approvals required in respect of the assignment to time after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to the Shares (other than purchases of Shares pursuant to this Agreement), from the time benefits of the giving contracts, commitments agreements, franchises and licenses listed in Section 3.1(a)(vii) of notice with respect to such untrue statement or omission until the Purchaser receives written notice from Disclosure Letter and the Company that such untrue statement or omission no longer exists or has been corrected or disclosed consents set out in an effective post-effective amendment to Section 5.1(d) of the Registration Statement or a valid prospectus supplement to the prospectus forming a part thereofDisclosure Letter.
(c) In connection with From and after the sale of any Shares pursuant to the Registration StatementClosing Date, the Purchaser shall deliver to pay, honour, perform and discharge when due and payable, the purchaser thereof the prospectus forming a part of the Registration Statement and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all in accordance with the requirements of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky lawsAssumed Liabilities.
(d) The Company may refuse Purchaser shall not, and shall not permit any of their Affiliates to, directly or indirectly, in any capacity whatsoever including as a partner, shareholder, member, employee, principal, agent, trustee or consultant, make any statement, publication or remark (including without limitation, the repetition or distribution of derogatory rumors), written or oral, or cause or encourage others to register (make any such statement, publication or permit its transfer agent to register) remark, written or oral, that defames, disparages, impugns, damages or in any transfer way criticizes the integrity, reputation or goodwill of the Seller Parties or any Shares not made in accordance with this Section 7.2 of their respective Affiliates and for such purpose may place stop order instructions with its transfer agent with respect to the SharesRepresentatives.
(e) The After the closing of the purchase and sale transaction contemplated hereunder, the Purchaser will cooperate with shall as soon as reasonably practicable deliver to the Company in all respects in connection with applicable Vendor any cash or other property that the performance by Purchaser receives and that properly belongs to the Company of its obligations under Section 7.1applicable Vendor, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaserany insurance proceeds, payments with respect to any Excluded Assets, and payments with respect to any person who beneficially owns Shares held by Excluded Liabilities.
(f) After the closing of the purchase and sale transaction contemplated hereunder, the Purchaser within agree to furnish or cause to be furnished to the meaning Vendors, upon request, as promptly as practicable, such information (including access to Books and Records) relating to the Purchased Assets or the Business as is reasonably necessary for the preparation of Rule 13d-3 promulgated under the Exchange Actany Tax Return, claim for refund or audit, and the prosecution or defense of any proceeding, audit, claim, investigation, inquiry or any proposed manner of sale adjustment with respect to Taxes.
(g) After the closing of the Shares required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration purchase and sale of transaction contemplated hereunder, the Shares. The Purchaser hereby consents shall furnish to be named the Vendors, upon request, as an underwriter in promptly as practicable, such information (including access to Books and Records) relating to the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in Business and the request of the Company Purchased Assets as is reasonably necessary for the acceleration of the effectiveness of the Registration StatementVendors to respond to, defend and/or settle any Claim.
Appears in 1 contract
Samples: Asset Purchase Agreement (Core Molding Technologies Inc)
Covenants of the Purchaser. The Purchaser covenants and agrees with the Vendor as follows:
(a) The until the Closing Date, the Purchaser acknowledges will not perform any act or enter into any transaction or negotiation which interferes or is inconsistent with the completion of the transactions contemplated herein or would render inaccurate in any material way any of the representations and understands that the Shares are "restricted securities" warranties set forth in section 3.2 as defined in Rule 144. The Purchaser hereby agrees not if such representations and warranties were made at a date subsequent to offer such act, transaction or sell (as such terms are defined in the Securities Act and the rules and regulations promulgated thereunder) any Shares negotiation unless such offer transactions or sale is made (a) pursuant to an effective registration negotiations are entered into with the consent of the Shares under the Securities Act, or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Purchaser agrees that it will not engage in hedging transactions with regard to the Shares other than in compliance with the Securities Act. A proposed transfer shall be deemed to comply with this Section 7.2(a) if the Purchaser delivers to the Company a legal opinion in form and substance satisfactory to the Purchaser from counsel satisfactory to the Purchaser to the effect that such transfer complies with this Section 7.2(a).Vendor;
(b) If at any time or from time to time forthwith after the Effective Date, the Company notifies the Purchaser in writing that the Registration Statement or the prospectus forming a part thereof (taking into account any prior amendments or supplements thereto) contains any untrue statement execution and delivery of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleadingthis Agreement, the Purchaser shall not offer or sell any Shares or engage will take such steps and proceedings in any other transaction involving or relating good faith as may be reasonably required to obtain all governmental, shareholders and stock exchange Approvals required for the Shares (other than purchases of Shares pursuant Purchaser to this Agreement), from complete the time transactions contemplated herein and to carry out the obligations of the giving of notice with respect to such untrue statement or omission until Purchaser thereunder, and in connection therewith, the Purchaser receives written notice from will comply with all policy statements of the Company that such untrue statement or omission no longer exists or has been corrected or disclosed in an effective post-effective amendment to British Columbia Securities Commission and the Registration Statement or a valid prospectus supplement to bylaws, rules and policies of the prospectus forming a part thereof.TSXV;
(c) In connection with the sale of any Shares pursuant Purchaser will, subject to the Registration Statementterms of this Agreement, issue the Purchaser shall deliver Shares to the purchaser thereof the prospectus forming a part of the Registration Statement Vendors as fully paid and all relevant supplements thereto which have been provided by the Company to the Purchaser on or prior to the applicable delivery date, all non-assessable shares in accordance with the requirements terms of the Securities Act and the rules and regulations promulgated thereunder and any applicable blue sky laws.this Agreement;
(d) The Company may refuse the Purchaser will in good faith make reasonable efforts to register (cause all the conditions precedent on its part to be performed, as set out in sections 5.3 and 5.5, to be complied with on or permit its transfer agent to register) any transfer of any Shares not made in accordance with this Section 7.2 and for such purpose may place stop order instructions with its transfer agent with respect to before the Shares.Closing Date;
(e) The as soon as reasonably possible after the Purchaser has determined that a state of facts exists which results in or will result in the non-fulfilment of any of the material conditions precedent set forth in sections 5.3 or 5.5, the Purchaser will cooperate with notify the Company Vendor of such state of facts;
(f) provided the conditions set forth in sections 5.3 and 5.5 have been satisfied or waived by the Closing Date, the Purchaser will execute and deliver all respects such documents and certificates required to carry out the transactions contemplated herein to which the Purchaser is a party; and
(g) the Purchaser will indemnify and save the Vendors harmless from and against any and all liabilities, losses, claims, damages incurred or suffered by the Vendors by reason of, resulting from, in connection with with, or arising in any manner out of the performance by the Company of its obligations under Section 7.1, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser, and any person who beneficially owns Shares held failure by the Purchaser within the meaning of Rule 13d-3 promulgated under the Exchange Act, to observe or perform its covenants and the proposed manner of sale of the Shares required to be disclosed agreements set out in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Shares. The Purchaser hereby consents to be named as an underwriter in the Registration Statement, if applicable, in accordance with current Commission policy and, if necessary, to join in the request of the Company for the acceleration of the effectiveness of the Registration Statementthis section 4.2.
Appears in 1 contract
Samples: Share Purchase Agreement
